DEF 14A of Capri Holdings Ltd, Jul 26, 2024

DEF 14A of Capri Holdings Ltd

Filed Jul 26, 2024 · FY20240001530721-24-000058

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. Class I Director Nominees for Election at the 2024 Annual Meeting

    Class I Director Nominees for Election at the 2024 Annual Meeting

  3. Class I Director Nominees for Election at the 2024 Annual Meeting

    | Marilyn Crouther | | | | | | Title: Chief Executive Officer and Principal of Crouther Consulting, LLC | Age: 58 | Director Since: 2021 | | | Qualifications More than 30 years experience delivering transformational technology and IT modernization services and strong background in finance and accounting Experience Ms. Crouther joined our Board in June 2021. Since 2018, she has served as CEO and Principal of Crouther Consulting, LLC, a firm that provides consulting services to IT companies. From 2017 to 2018, Ms. Crouther was senior vice president, general manager at DXC Technology Company. Before that, she was senior vice president and general manager for Hewlett Packard Enterprise, having joined Hewlett Packard in 1989. While at Hewlett Packard, Ms. Crouther served in various senior management positions, including as vice president of finance for the U.S. public sector business and industry controller for its government industry group. Currently, Ms. Crouther also serves as a director of ICF, a Nasdaq-listed global consulting and digital services provider. | | |

  4. Class I Director Nominees for Election at the 2024 Annual Meeting

    | Stephen F. Reitman | | | | | | Title: Executive Chairman of Reitmans (Canada) Limited | Age: 76 | Director Since: 2011 | | | Qualifications Extensive experience as an executive in the retail industry with in-depth industry knowledge and strong retail operations background Experience Mr. Reitman joined our Board in December 2011. He is currently Executive Chairman of Reitmans (Canada) Limited (“Reitmans”), a specialty ladies’ wear retailer based in Canada, having served on its board of directors and as an officer since 1984. From January 2020 to September 2023, he served as the President and Chief Executive Officer of Reitmans, having previously served as President and Chief Operating Officer. | | |

  5. Class I Director Nominees for Election at the 2024 Annual Meeting

    | CAPRI HOLDINGS LIMITED | 9 |

  6. Class I Director Nominees for Election at the 2024 Annual Meeting

    | PROPOSAL ONE | TABLE OF CONTENTS |

  7. Class I Director Nominees for Election at the 2024 Annual Meeting

    | Jean Tomlin OBE | | | | | | Title: Founder and Chief Executive Officer of Chanzo Ltd. | Age: 69 | Director Since: 2013 | | | Qualifications Extensive management experience in human resources and unique insight into human resources matters Experience Ms. Tomlin joined our Board in March 2013. Since 2016, Ms. Tomlin has been the founder and CEO of Chanzo Ltd., a firm that provides consulting, operational delivery and international recruitment services to major event and sport sectors. She served as Director of Human Resources of the London Organising Committee of the Olympic and Paralympic Games from 2006 through the end of March 2013. Previously, she was the Director of Human Resources of Marks & Spencer plc, a major British retailer. Ms. Tomlin also spent 15 years at Prudential plc and nine years at Ford Motor Company in the UK in various human resources management positions. Currently, Ms. Tomlin also serves as a director of Hakluyt and Company Limited, a privately owned management consultancy business, and Aston Martin Lagonda Global Holdings PLC. She previously served as a director of J Sainsbury plc, the UK’s third-largest food retailer and grocery store operator, from 2013 to 2020. | | |

  8. Class I Director Nominees for Election at the 2024 Annual Meeting

    If a quorum is present, directors are elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the proposal that are present at the Annual Meeting and are voted and not abstained. Ordinary shares that constitute broker non-votes are not considered entitled to vote on Proposal No. 1 and will not affect the outcome of this matter, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” this proposal. Our Board of Directors has no reason to believe that any of the nominees listed above would be unable to serve as a director of the Company. If, however, any nominee were to become unable to serve as a director, the proxy holders will have discretionary authority to vote for a substitute nominee.

  9. Class I Director Nominees for Election at the 2024 Annual Meeting

    | Our Board of Directors unanimously recommends a vote “FOR” the election of the three Class I director nominees named above. Unless contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of Marilyn Crouther, Stephen Reitman and Jean Tomlin OBE to hold office as directors until the 2027 annual meeting of shareholders and until the election and qualification of their respective successors in office. Pursuant to the terms of the Merger Agreement, each of the Company’s then-current directors will be required to resign immediately prior to the Effective Time. |

  10. Class I Director Nominees for Election at the 2024 Annual Meeting

    | 10 | CAPRI HOLDINGS LIMITED |

  11. Class I Director Nominees for Election at the 2024 Annual Meeting

    | TABLE OF CONTENTS | PROPOSAL ONE |

  12. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  13. Class II Directors for Election at the 2025 Annual Meeting

    Class II Directors for Election at the 2025 Annual Meeting

  14. Class II Directors for Election at the 2025 Annual Meeting

    | Judy Gibbons | | | | | | Title: Retired technology executive | Age: 67 | Director Since: 2012 | | | Qualifications Over 35 years of experience as a business leader in technology sector with strong strategic and operational knowledge of digital media, e-commerce and technology Experience Ms. Gibbons joined our Board in November 2012. She was employed by Accel Partners in Europe as a venture partner and board member, focusing primarily on early stage equity investments across mobile applications, digital advertising, e-commerce and social media from 2005 until 2010. Prior to joining Accel Partners, Ms. Gibbons was Corporate Vice President at Microsoft where she spent ten years in international leadership roles in the company’s Internet division. Previously, she has held senior positions at Apple Inc. and Hewlett Packard. Ms. Gibbons currently serves as Chairman of Which? Limited and Wonderbly. She previously served as a director of Guardian Media Group plc and Hammerson plc. | | |

  15. Class II Directors for Election at the 2025 Annual Meeting

    | Jane Thompson | | | | | | Title: Co-founder and director of The Fusion Labs | Age: 52 | Director Since: 2015 | | | Qualifications More than 20 years of experience in e-commerce, digital marketing and technology with expertise in customer relationship management (CRM) Experience Ms. Thompson joined our Board in January 2015. Since 2011, she has served as Co-Founder and Director of The Fusion Labs, a UK-based digital marketing and e-commerce company, which operates a network of niche e-commerce sites. From 2007 to 2009, Ms. Thompson was Managing Director, International at IAC/InterActiveCorp, a leading interactive media and Internet company, and from 2003 to 2007, she held various senior roles at Match.com LLC, including as Senior Vice President and General Manager, North America. She also previously worked as a management consultant at Bain & Company in London. Ms. Thompson is an active investor in digital businesses as well as a director of a number of private companies, including Listcorp.com, Stitch.net, Lightsense Technologies Ltd. and IVC Evidensia. She holds a MBA from the Wharton School of the University of Pennsylvania. | | |

  16. Class II Directors for Election at the 2025 Annual Meeting

    | CAPRI HOLDINGS LIMITED | 11 |

  17. Class II Directors for Election at the 2025 Annual Meeting

    | PROPOSAL ONE | TABLE OF CONTENTS |

  18. Class III Directors for Election at the 2026 Annual Meeting

    Class III Directors for Election at the 2026 Annual Meeting

  19. Class III Directors for Election at the 2026 Annual Meeting

    | John D. Idol Chairman | | | | | | Title: Chairman and Chief Executive Officer of Capri Holdings Limited | Age: 65 | Director Since: 2003 | | | Qualifications CEO for over 20 years with intimate knowledge of our business operations and strategy; more than 35 years of experience in the retail industry with extensive knowledge of sales and marketing, product development, operations, finance and strategy; and prior public company board and CEO experience Experience Mr. Idol has been our Chief Executive Officer and a director since December 2003. In September 2011, he was appointed Chairman of the Board. Previously, from July 2001 until July 2003, Mr. Idol served as Chairman and Chief Executive Officer and a director of Kasper ASL, Ltd., whose lines included the Anne Klein brand. Prior to that, from July 1997 until July 2001, Mr. Idol served as Chief Executive Officer and a director of Donna Karan International Inc. Mr. Idol also served as Ralph Lauren’s Group President and Chief Operating Officer of Product Licensing, Home Collection and Men’s Collection from 1994 until 1997. | | |

  20. Class III Directors for Election at the 2026 Annual Meeting

    | Robin Freestone | | | | | | Title: Retired chief financial officer | Age: 65 | Director Since: 2016 | | | Qualifications Esteemed FTSE 100 executive with significant experience across a broad array of international businesses, including as chief financial officer Experience Mr. Freestone joined our Board in November 2016. He was Chief Financial Officer of Pearson Plc, from 2006 through August 2015, having previously served as Deputy Chief Financial Officer since 2004. Prior to that, he held a number of senior financial positions at Amersham plc from 2000 to 2004, Henkel Chemicals UK Ltd from 1995 to 2000 and ICI/Zeneca Agrochemicals Ltd (now Syngenta) from 1985 to 1995. He began his financial and accounting career at Touche Ross (now Deloitte). Mr. Freestone also serves as a non-executive director of Aston Martin Lagonda and as Chairman of the Board of moneysupermarket.com. | | |

  21. Class III Directors for Election at the 2026 Annual Meeting

    | 12 | CAPRI HOLDINGS LIMITED |

  22. Class III Directors for Election at the 2026 Annual Meeting

    | TABLE OF CONTENTS | PROPOSAL ONE |

  23. Class III Directors for Election at the 2026 Annual Meeting

    | Mahesh Madhavan | | | | | | Title: Chief Executive Officer of Bacardi Ltd and Chairman of Bacardi International Ltd | Age: 61 | Director Since: 2023 | | | Qualifications Significant experience as a CEO of a global consumer goods organization Experience Mr. Madhavan joined our Board in March 2023. He is the Chief Executive Officer of Bacardi Limited, the largest privately held spirits company in the world, having worked for Bacardi for more than 25 years. Prior to becoming Chief Executive Officer of Bacardi in 2017, Mr. Madhavan held a number of leadership roles in different geographies for Bacardi, including Regional President - Europe, Regional President - Africa, Middle East, South & Southeast Asia, Managing Director - India, South & Southeast Asia and Managing Director - Thailand and the Philippines. | | |

  24. Class III Directors for Election at the 2026 Annual Meeting

    | CAPRI HOLDINGS LIMITED | 13 |

  25. Class III Directors for Election at the 2026 Annual Meeting

    | Corporate Governance |

  26. Our Fiscal 2024 Executive Compensation Program and Results

    Our Fiscal 2024 Executive Compensation Program and Results Our executive compensation plan design emphasizes pay for performance and is designed to promote responsible pay and governance practices that align with the interests of our shareholders. Total compensation packages for our NEOs continued to emphasize short-term and long-term incentive (“LTI”) awards that are paid out only if we achieve specific financial and operational targets, and equity awards that are linked to movements in share value. Overall, we were disappointed with our Fiscal 2024 performance which was below our expectations. Reflected below are the key highlights for Fiscal 2024: •Revenue was $5.17B (down 8.0% from the prior fiscal year) •Adjusted operating income was $518.0 million (down 43.0% from the prior fiscal year) •Adjusted net income was $413.0 million (down 49.7% from the prior fiscal year) •Adjusted earnings per share was $3.50 •Free cash flow was $120.0 million As a result, and consistent with our short and long-term incentive plans, our Compensation and Talent Committee took the following compensation actions with respect to Fiscal 2024 performance: •None of our NEOs received merit salary increases or market adjustments •None of our NEOs received any increase in target or maximum annual cash incentive opportunities, and, except with respect to Mr. Wilmotte as discussed above, actual annual cash incentive payouts under the Cash Incentive Plan equaled 20% of each executive’s target annual cash incentive opportunity based on significant and quantifiable progress towards our ESG goals •Long-term incentive (“LTI”) awards granted to our NEOs in Fiscal 2025 but attributable to Fiscal 2024 performance were reduced by an average of approximately 24.4%. These awards were granted solely in the form of time-based RSUs in lieu of performance-based RSUs (“PRSUs”) due to the pending Merger. Notwithstanding this change, performance-based components continue to represent a significant portion of target direct compensation for the NEOs (see “Compensation Framework” below). These LTI awards provide for pro rata vesting in the event that an executive is involuntarily terminated without cause or resigns for Good Reason (as defined in an executive’s employment or similar agreement) within 24 months of a change in control (which includes the Merger), unless the executive is retirement eligible under the Incentive Plan •One-third of the PRSUs granted in June 2023 that have a performance measurement period concluding at the end of Fiscal 2024 were determined to have been attained at 0% and therefore will be unearned as of the vesting date

  27. Compensation Matters Related to Merger Agreement

    | Capri Options with Exercise Price Greater than or Equal to the Merger Consideration | Will be converted automatically into an option to purchase shares of Tapestry common stock, adjusted based on the Conversion Ratio (as defined in the Merger Agreement) | | Capri Options with Exercise Price Less than the Merger Consideration | Will be cancelled in exchange for an amount in cash equal to the excess of the Merger Consideration over the per share exercise price applicable to the Capri Option | | Capri RSUs Held by Non-Employee Directors or the Merger NEOs(1) | Will vest and will be exchanged for the Merger Consideration in respect of each Capri ordinary share subject to such Capri RSU immediately prior to the Effective Time | | Capri RSUs Not Held by Non-Employee Directors or Merger NEOs(1) | Will be converted automatically into a RSU award with respect to shares of Tapestry common stock, with the number of shares subject to the award adjusted based on the Conversion Ratio (as defined in the Merger Agreement) | | Capri PRSUs for which Performance Period has Not Yet Been Completed as of Applicable Determination Date | Will vest and will be exchanged for the Merger Consideration in respect of each Capri ordinary share subject to such Capri PRSU immediately prior to the Effective Time with the number of Capri ordinary shares subject to such Capri PRSU determined based on: (x) Actual performance as determined by the Compensation and Talent Committee for any fully completed period ended prior to the Effective Time to the extent the Compensation and Talent Committee can reasonably determine the level of achievement of performance, and (y) Target performance for any period for which performance has not previously been determined |

  28. Compensation Objectives

    | Aligns executives’ interests with shareholders | Balances a long and short-term focus | Promotes collaborative behaviors | Rewards unique skills and value | | Compensation is meaningfully tied to our financial performance and share price | Compensation combines annual and multi-year performance elements, incentivizing near-term actions that generate sustainable long-term value | Financial incentive metrics are uniform and assessed consistently for our NEOs, encouraging partnership and rewarding growth across the Company | Compensation levels reflect a balance of contextual market data with reference to individual factors including performance, career history, skills and contributions |

  29. Compensation Framework

    | Component and Purpose | Target Compensation Mix(1) | | Overview | | | CEO | Other NEOs | | | Base Salary. Provides a stable level of fixed compensation commensurate with the NEO’s role, experience and duties | | | •Determined annually or as required •Takes into account role, individual factors and contextual market data | | Annual Cash Incentive. Encourages achievement of pre-established, objective performance goals | | | •Expressed as a percentage of base salary as of last day of fiscal year •Maximum opportunity capped at no more than 200% of target •90% of target achievement is based on financial performance goals •10% of each NEOs target incentive is based on individualized ESG goals | | Long-Term Equity Incentives. Aligns NEOs’ long-term interests with those of our shareholders, and, in the case of PRSUs, provides an opportunity to earn equity if pre-established, objective performance goals are achieved | | | •Granted as a mix of time-based RSUs (50%) and PRSUs (50%) in Fiscal 2024 •PRSUs cliff vest after three years with a three year performance period •PRSUs based on financial performance and can vest at 0% – 200% of target •Fiscal 2024 RSUs vest over four years on each anniversary of the date of grant |

  30. Incentive Compensation

    Incentive Compensation Fiscal 2024 Annual Cash Incentive Each year the Compensation and Talent Committee establishes a target annual cash incentive opportunity, defined as a percentage of base salary as of the last day of the fiscal year, for each NEO. The amount earned can range from 0 to 200% of target depending on the role and based on the achievement of specific and measurable short-term performance goals. There were no increases to annual cash incentive targets or maximums for our NEOs in Fiscal 2024.

  31. Incentive Compensation

    | | Fiscal 2024 Annual Cash Incentive (% of Salary) | | | Named Executive Officer | Target | Maximum | | John D. Idol | 200% | 400% | | Thomas J. Edwards, Jr. | 100% | 200% | | Jenna Hendricks | 50% | 100% | | Krista A. McDonough | 50% | 100% | | Cedric Wilmotte(1) | 100% | 200% |

  32. Incentive Compensation

    | | | Fiscal 2024 Award Financial Targets(1) | | | Year-End Results | NEO Weighted Payout as a % of Target | | | Weighting | Threshold | Target | Maximum | | | | | | (dollars in millions) | | | | | | Free Cash Flow | 50% | $550.0 | $650.0 | $750.0 | $120.0 | —% | | Adjusted Operating Income(2) | 40% | $810.0 | $900.0 | $1,045.0 | $518.0 | —% | | Total Weighted Payout as a % of Target | | | | | | —% |

  33. Incentive Compensation

    1.Payouts between threshold and maximum are calculated on an interpolated basis. 2.The performance measures used under the Cash Incentive Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that performance measures would more consistently reflect underlying business operations as compared to the corresponding GAAP measures. The non-GAAP financial results may differ from those disclosed as adjusted, non-GAAP measures in our public filings as additional items may be excluded in accordance with the terms of our Incentive Plan. These non-GAAP measures and adjustments may also be different from non-GAAP measures and adjustments used by other companies. The Compensation and Talent Committee believes that free cash flow and operating income are appropriate measures of Company performance since cash flow assesses the amount of cash that the Company generates and operating income assesses profitability, including the effects of our strategic and capital plans. Each of these performance measures also reflect metrics commonly used by investors. For Fiscal 2024, threshold financial performance was not attained with respect to either financial metric, and therefore, the Cash Incentive Plan paid out at 0% of target for these performance measures. Individualized ESG Goals Our CSR strategy has always been about focusing our energy and resources where we can make the greatest impact on our world, our community and our philanthropic work. In Fiscal 2024, 10% of leadership’s target annual cash incentive compensation was tied to individualized ESG goals designed to hold our executives accountable for reducing the impact our operations have on the environment, as well as to incentivize management to foster a more diverse and inclusive workforce while continuing to give back to communities and people in need. Actual weighting can range from 0-20% of the target annual cash incentive depending on the level at which executive meets or exceeds, or fails to meet, their ESG objectives. These objectives vary by executive, are not stated in quantitative terms, and a particular weighting is not assigned to any one individual ESG goal. The ESG goals are not established in terms of how difficult or easy they are to attain, but rather, they are used in assessing the overall quality of the individual’s achievement of each applicable ESG objective. For executives other than the CEO, individual ESG performance against their annual ESG objectives and the corresponding payout percentage are based on the CEO’s recommendations and assessment. For the CEO, individual ESG performance and the corresponding payout percentage is based on the Compensation and Talent Committee’s assessment of Mr. Idol’s performance against his annual ESG goals. The Compensation and Talent Committee then prepares a recommendation to the full Board who considers the Compensation and Talent Committee’s recommendation and approves the final individual ESG performance payout percentage for the CEO. It was determined by the Compensation and Talent Committee, in the case of Mr. Idol, and by the CEO, in the case of all other NEOs, that significant and quantifiable progress was made toward our ESG goals and that each NEO exceeded their Fiscal 2024 ESG objectives resulting in an overall assessment of individual performance at the maximum level. This determination was reached by considering ESG achievements, including: •Achieved Scope 1 & 2 greenhouse gas (GHG) emissions reduction science-based targets and reduced GHG emissions from finished products by 30%*(from 2019 baseline) •Procured 68% of worldwide electricity from renewable energy sources

  34. Incentive Compensation

    Fiscal 2024 Annual Cash Incentive Payments As a result of the above performance, the Compensation and Talent Committee approved the following annual cash incentive payments in accordance with the Cash Incentive Plan:

  35. Incentive Compensation

    | Named Executive Officer | Annual Cash Incentive Award as a % of Base Salary | Fiscal 2024 Annual Cash Incentive ($) | | John D. Idol | 40% | 540,000 | | Thomas J. Edwards, Jr. | 20% | 160,000 | | Jenna Hendricks | 10% | 50,000 | | Krista A. McDonough | 10% | 55,000 | | Cedric Wilmotte(1) | 200% | 2,000,000 |

  36. Incentive Compensation

    1. Pursuant to the terms of his employment agreement entered into in connection with his hiring, Mr. Wilmotte was guaranteed an annual cash incentive for Fiscal 2024 at the maximum level. Equity Incentive Compensation The use of equity-based compensation enables us to align the interests of our NEOs with those of our shareholders, reward for performance that is reflected in our share price increases and provides a balance to our annual Cash Incentive Plan which focuses on short-term objectives. Equity that vests over multiple years also fosters a long-term commitment that aids in the retention of our senior executives. For Fiscal 2024, our target equity awards comprised an equal mix of PRSUs and time-based RSUs. The Compensation and Talent Committee believes the mix of long-term equity incentive awards is appropriate because the value of the RSUs is tied to our share price, RSUs assist in our ability to retain key executives in a highly competitive market for talent, and we remain focused on the attainment of our long-term growth plan through the multi-year performance goals for PRSUs which aligns the interests of our executives with our shareholders.

  37. Incentive Compensation

    | 50% Performance-Based Restricted Share Units (PRSUs) | | •Vest after three years based on the achievement of pre-established goals •Fiscal 2023 PRSUs performance measured cumulatively over three years, and Fiscal 2024 PRSUs measured annually for each year in the performance period •Subject to three-year continued employment requirement •Depending on performance, the number of shares earned range from 0—200% of the target award (with threshold performance equal to 50% of the target number of shares) •Performance targets set with reference to operating plan and, commencing in Fiscal 2024, set using a standard annual growth rate over the prior year actuals for each year measured |

  38. Incentive Compensation

    | 50% Time-Based Restricted Share Units (RSUs) | | •RSU grants vest 25% each year on each of the first four anniversaries of the date of grant •Subject to continued employment requirements |

  39. Incentive Compensation

    1.Disclosed in the Fiscal Year Summary Compensation Table 2.Disclosed in the Fiscal Year+1 Summary Compensation Table. For example, our long-term incentive awards granted in June of a fiscal year relate to an executive’s individual performance and contributions for the prior fiscal year but appear in the Summary Compensation Table in the year of grant which is the following fiscal year. 3.PRSUs vest in the June following the end of the applicable performance period subject to executive’s continued employment with the Company through the vesting date unless the executive dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. June 2023 Equity Incentives The equity incentive awards that were made in June 2023 (based on performance in Fiscal 2023) were comprised of 50% time-based RSUs and 50% PRSUs except for Mr. Wilmotte who as awarded solely time-based RSUs as part of his new hire compensation package. The time-based RSUs vest ratably in equal amounts on each of the first four anniversaries of the date of grant except for Mr. Wilmotte’s new hire grant which vests ratably in equal amounts on each of the first three anniversaries of the date of grant. The PRSUs will vest after three years subject to the attainment of pre-established three year performance goals that will be measured annually for each year in the performance period, using a standard annual growth rate over the prior year actuals for each year measured. The grant date fair value and percentage of RSUs and PRSUs granted to each NEO are reflected in the table below. Mr. Idol and Mr. Edwards did not receive any increase in their award value, which has been unchanged since the Fiscal 2021 awards made in June 2021. Ms. Hendricks and Ms. McDonough both received an increase of $250,000 in their award value to ensure their total target compensation remained competitive with the market. Their award values had similarly been unchanged since June 2021. Mr. Wilmotte’s award value was determined in connection with his hiring. Despite relating to the prior fiscal year in the case of Mr. Idol, Mr. Edwards, Ms. Hendricks and Ms. McDonough, given the timing of grant, these awards are captured in the Fiscal 2024 Summary Compensation Table:

  40. Incentive Compensation

    | Named Executive Officer | Long-Term Incentive Value ($)(1) | Restricted Share Units (RSUs) (%) | Performance-Based Share Units (PRSUs) (%) | | John D. Idol | 8,500,000 | 50 | 50 | | Thomas J. Edwards, Jr. | 3,000,000 | 50 | 50 | | Jenna Hendricks | 1,750,000 | 50 | 50 | | Krista A. McDonough | 1,750,000 | 50 | 50 | | Cedric Wilmotte | 3,500,000 | 100 | — |

  41. Incentive Compensation

    | Named Executive Officer | Long-Term Incentive Value ($)(1) | Restricted Share Units (RSUs) (%) | Decrease From Prior Year (%) | | John D. Idol | 7,000,000 | 100 | 18 | | Thomas J. Edwards, Jr. | 2,500,000 | 100 | 17 | | Jenna Hendricks | 1,250,000 | 100 | 29 | | Krista A. McDonough | 1,250,000 | 100 | 29 | | Cedric Wilmotte | 2,500,000 | 100 | 29 |

  42. Role of the Compensation and Talent Committee

    | Primary Topics Covered by the Compensation and Talent Committee | | | Q1 | •Approve prior year performance and resulting variable compensation outcomes •Approve current year incentive compensation performance goals •Approve target compensation levels for senior executives •Approve long-term incentive spend, dilution, and future LTI pool | | Q2 | •Approve annual equity grants for independent directors •Review compensation policies and practices •Review incentive risk assessment •Review compensation consultant independence | | Q3 | •Review compensation peer group •Review proposed changes to other compensation programs as needed | | Q4 | •Review compensation philosophy, strategy, and any proposed program changes •Review market data on compensation levels and practices for senior executives •Review independent director compensation benchmarking |

  43. Role of Consultants and Advisors

    Role of Consultants and Advisors The Compensation and Talent Committee has the sole authority to retain or terminate advisers to the Compensation and Talent Committee that assist in the evaluation of the compensation of our NEOs and our directors. In Fiscal 2024, the Compensation and Talent Committee retained WTW as its independent compensation consultant. In this capacity, WTW provides the Compensation and Talent Committee with market data on executive compensation levels and practices at our selected competitors, advises on trends and best practices in the areas of executive compensation and governance, assists in the review and evaluation of our compensation policies and practices, reviews our compensation discussion and analysis, and provides independent advice on director compensation. WTW is prohibited from providing other services to the Company or our management, except at the direction or approval of the Compensation and Talent Committee. In Fiscal 2024, and with the approval of the Compensation and Talent Committee, WTW provided the Company with risk and insurance brokering services, including management and consulting services related to our wholly-owned captive insurance entity, with total fees of approximately $943,610. The Compensation and Talent Committee has determined that its executive compensation consulting team at WTW is independent and that no conflicts exist.

  44. Considerations in Setting Compensation

    One of the factors considered is practices at select competitors where compensation data is available, recognizing that many of our competitors are privately held or traded on a non-U.S. stock exchange and are not subject to the same disclosure requirements as us. Given this is just one of several factors considered, we do not target any specific market percentile because our Compensation and Talent Committee believes that NEO compensation should reflect a broader and more holistic perspective, particularly our overall financial performance. This is reflected in both our pay levels and pay mix, with a significant portion of our NEOs’ compensation provided in the form of at-risk variable compensation, which we believe is appropriate given their ability to influence our overall performance and execute our key growth strategies. The Use of Market Data Practices at a selection of our competitors who are required to disclose executive compensation are one of the factors considered in assessing and setting the total compensation levels for our NEOs. Our compensation peer group comprises companies with broadly similar characteristics including: •Industry focus: retail accessories and/or apparel companies •Brand value: one or more strong consumer brands •Relative scale: comparable size with reference to revenue, net income and market capitalization •General relevance: similar stage of development and subject to similar economic factors The composition of the peer group is reviewed periodically and is determined by the Compensation and Talent Committee, considering input from WTW, its independent compensation consultant. Following a regular review of the existing peer group by WTW, the Compensation and Talent Committee approved the same 15 company peer group as was used in the prior fiscal year for Fiscal 2024. Understanding compensation practices at these peer companies listed below enables the Compensation and Talent Committee to understand the relative competitiveness of our compensation in a highly competitive industry and guide compensation decisions in the context of our compensation philosophy.

  45. Considerations in Setting Compensation

    | Compensation Peer Group | | | | Abercrombie & Fitch Co. | Hanesbrands Inc. | Under Armour, Inc. | | American Eagle Outfitters, Inc. | Levi Strauss & Co. | Urban Outfitters Inc. | | Burberry Group | lululemon athletic inc. | VF Corporation | | Columbia Sportswear Company | Deckers Outdoor Corporation | Footlocker Inc. | | PVH Corp. | Ralph Lauren Corporation | Tapestry, Inc. |

  46. Considerations in Setting Compensation

    Performance Goal Setting and Assessment For us to successfully link pay and performance, it is important that performance goals are set appropriately. At the beginning of each fiscal year, we engage in a thorough process to develop an internal annual operating budget. This budget reflects anticipated revenues and expenses for the fiscal year, taking into account known strategic and operational initiatives, informed by prior year performance and broader general industry trends that could impact the business positively or negatively. This internal operating budget is directly related to the guidance that we historically provided to investors at the beginning of the fiscal year. The Compensation and Talent Committee generally aligns target annual cash incentive metrics with the annual operating budget, and and establishes ranges for threshold and maximum performance around target, to align pay with performance. See “—Fiscal 2024 Compensation—Incentive Compensation—Fiscal 2024 Annual Cash Incentive.” Following the conclusion of the fiscal year, the Compensation and Talent Committee determines the degree of achievement in respect of the financial performance goals relative to the pre-established targets based on our final audited financial statements. As part of this determination, the Compensation and Talent Committee has the authority, based on previously approved adjustment guidelines, to make adjustments to the financial performance goals to omit, among other permitted adjustments under the Incentive Plan, the effect of unbudgeted extraordinary items (including increased expenditures resulting from unanticipated strategic events or due to revenues in excess of budget), unusual or infrequently occurring events and transactions (such as acquisitions or business interruption events), and cumulative effects of changes in accounting principles. This ensures that our executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. As a result, adjusted metrics under the Incentive Plan may differ from as reported adjusted financial metrics disclosed in our public filings. Having reached a determination, the Compensation and Talent Committee recommends that the Board approve performance-based incentives to our executive officers at the corresponding levels, who in turn approve the incentives for each of the NEOs.

  47. Compensation and Risk

    | Clawback Policy | | | Covered compensation | •Earned annual cash compensation •Awarded performance-based long-term incentives •Any other compensation based on attaining financial measures | | Individuals | •Certain covered employees, which includes NEOs | | Triggers | •Accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including accounting restatement to correct a material error in previously issued financial statements, or that involves an error in the current period that would result in a material misstatement if corrected or left uncorrected | | Time horizon | •Three years from the first issuance of such financial results | | Recovery of erroneously awarded compensation | •“No fault” basis and must occur (subject to limited exceptions) regardless of whether the covered employee engaged in misconduct or was otherwise involved •May occur through reimbursement, recoupment, compensation offset, cancelling of equity awards, or any other recovery or remedial action permitted by law •No indemnification or insurance permitted to fund potential clawback obligations | | Related powers | •Employment agreement: Similar powers with respect to the clawback of annual cash incentive compensation paid or awarded in the employment agreement with Mr. Idol (see “Executive Compensation—Employment Agreements with Our Named Executive Officers”) |

  48. Severance Protection and Change in Control

    Severance Protection and Change in Control In order to attract and retain the services of our NEOs and assure their continued service, the Company entered into employment agreements with each of them that specify the terms of employment, including certain compensation levels and certain severance benefits. For John D. Idol, cash severance pursuant to his employment agreement is equal to two-times the sum of base salary plus the annual cash incentive paid or payable in respect of the most recently completed fiscal year. For Thomas J. Edwards, Jr., Jenna Hendricks, Krista A. McDonough and Cedric Wilmotte, cash severance pursuant to their respective employment agreements is limited to one-times base salary plus the pro rata annual cash incentive award for the fiscal year in which the date of termination occurs based on (i) in the case of Mr. Edwards, Ms. Hendricks and Ms. McDonough, the actual level of performance during such fiscal year and (ii) in the case of Mr. Wilmotte, his target annual cash incentive. The Company also entered into Change in Control Continuity Agreements (the “CIC Agreements”) with each of Mr. Edwards, Ms. Hendricks, Ms. McDonough and Mr. Wilmotte in order to encourage the retention and focus of these executives in the event of any potential change in control, and to reflect contemporary market practice. Cash severance for these executives pursuant to the CIC Agreements is equal to two-times the sum of such executive’s annual base salary and target annual cash incentive. The payments and benefits provided under the CIC Agreements are “double trigger” and are not payable upon the termination of the executive officer’s employment for Cause, by a resignation by the executive officer without Good Reason or any termination of the executive officer’s employment prior to a “change in control” (in each case as defined in the CIC Agreements). Completion of the Merger will constitute a change in control under the CIC Agreements. No NEO has any right to receive a tax gross up for any “golden parachute” excise tax. We believe the severance benefits provided, which are the result of negotiations between the parties, are commercially reasonable and typical of the rights afforded to similarly situated executives in other companies of similar size operating in the retail accessories and/or apparel industry. For a detailed description of the severance protections contained in each NEO’s employment agreement and the CIC Agreements, and the estimated amounts payable to each NEO in the event of termination or a change in control, see “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control.” Additional terms related to a change in control are captured in our Incentive Plan provisions, including the accelerated vesting of long-term equity incentive awards upon certain terminations of employment occurring within 24 months following a change in control. Completion of the Merger will constitute a change in control under our Incentive Plan. For details regarding the effect of termination and change in control on outstanding equity awards, see “—Executive Summary—Compensation Matters Related to the Merger Agreement—Equity Treatment Under the Merger Agreement” and “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Treatment of Long-Term Equity Incentives Upon Termination or Change in Control.”

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  50. Severance Protection and Change in Control

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  51. Good Reason Acknowledgments and Transition or New Arrangements with Tapestry

    Good Reason Acknowledgments and Transition or New Arrangements with Tapestry Under the Merger Agreement, Capri is permitted to enter into letter agreements with each of John D. Idol, Thomas J. Edwards, Jr., Jenna Hendricks and Krista A. McDonough that acknowledge that such executive officers shall have the right to terminate their employment for Good Reason upon or following the Effective Time under the terms of the Capri benefit plans applicable to such executive officer, unless he or she agrees with Tapestry to waive or delay their right to terminate employment for Good Reason for up to three months after the closing of the Merger (or a mutually agreed longer period). Any Merger NEO and directors who are retained to provide services to Tapestry or the surviving entity following the closing of the Merger may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Tapestry or its affiliates. As of the date of this proxy statement, no such letter agreements have been entered into with Capri or Tapestry.

  52. Compensation and Talent Committee Report

    Management periodically reviews with the Compensation and Talent Committee our compensation policies and practices and evaluates the degree to which the various design elements of our compensation program encourage excessive or inappropriate risk-taking, including by our NEOs. We believe that the various elements of our compensation program discourage imprudent risk taking and are aligned with our strategy and objectives. As a result of its review and evaluation of our Fiscal 2024 compensation program, the Compensation and Talent Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. The factors evaluated by management and the Compensation and Talent Committee included: •the overall mix of pay between base salary, short-term and long-term incentives •the variety of performance metrics used in our performance-based incentive compensation plans •the range of performance required to earn a payout under performance-based compensation and capped payouts under our Incentive Plan •the timing of incentive payouts and the vesting schedules and vesting conditions under our Incentive Plan •our incentive compensation clawback policy •the balance between the use of time-based and performance-based equity incentives •share ownership guidelines for our non-employee directors and our executives •our policy against buying Company shares on margin or engaging in any hedging transactions •our rigorous management performance evaluation process with an emphasis on core competencies and leadership capabilities •our leadership and culture that values long-term value creation for our shareholders and strong financial performance •its certification of all performance results, approval of all performance payouts, and ability to apply discretion as appropriate When we are developing new compensation programs or modifying existing programs and selecting performance measures for annual and long-term incentives, management and the Compensation and Talent Committee consider the associated risks when making its decisions.

  53. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned by, awarded, or paid to each of our named executive officers for our last three completed fiscal years:

  54. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Share Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | John D. Idol Chairman and Chief Executive Officer | 2024 | 1,350,000 | — | 8,499,971 | — | 540,000 | 146,658 | 10,536,629 | | | 2023 | 1,350,000 | — | 8,500,044 | — | 4,320,000 | 161,769 | 14,331,813 | | | 2022 | 1,215,000 | — | 8,500,021 | — | 4,860,000 | 162,810 | 14,737,831 | | Thomas J. Edwards, Jr. Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2024 | 800,000 | — | 3,000,020 | — | 160,000 | 9,150 | 3,969,170 | | | 2023 | 800,000 | — | 3,000,010 | — | 1,280,000 | 8,700 | 5,088,710 | | | 2022 | 745,000 | — | 3,000,023 | — | 1,500,000 | 8,550 | 5,253,573 | | Jenna Hendricks Senior Vice President, Chief People Officer | 2024 | 500,000 | — | 1,749,981 | — | 50,000 | 17,783 | 2,317,764 | | | 2023 | 500,000 | — | 1,499,958 | — | 400,000 | 15,876 | 2,415,834 | | | 2022 | 476,667 | — | 1,499,984 | — | 500,000 | 12,340 | 2,488,991 | | Krista A. McDonough Senior Vice President, General Counsel and Chief Sustainability Officer | 2024 | 550,000 | — | 1,749,981 | — | 55,000 | 9,150 | 2,364,131 | | | 2023 | 550,000 | — | 1,499,958 | — | 440,000 | 8,700 | 2,498,658 | | | 2022 | 533,333 | — | 1,499,984 | — | 550,000 | 8,550 | 2,591,867 | | Cedric Wilmotte(4) Chief Executive Officer - Michael Kors | 2024 | 1,000,000 | 2,000,000 | 3,499,999 | — | — | — | 6,499,999 |

  55. SUMMARY COMPENSATION TABLE

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    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  57. SUMMARY COMPENSATION TABLE

    1.The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for share-based awards are set forth in Note 17 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2024. The value of the PRSUs included in the amount reported in this column is based on achieving target performance goals and represents 100% of the grant date fair value. 2.The amounts reported in this column were earned under our Cash Incentive Plan for the applicable fiscal year. For a more detailed discussion of our cash incentive program, see “Compensation Discussion and Analysis—Fiscal 2024 Compensation—Incentive Compensation—Fiscal 2024 Annual Cash Incentive.” 3.For each of our NEOs, “All Other Compensation” consists of the payments that are shown in the table below for the applicable fiscal year. 4.Mr. Wilmotte was not a NEO for Fiscal 2023 or Fiscal 2022. Pursuant to Mr. Wilmotte’s employment agreement entered into in connection with his hiring, for Fiscal 2024, Mr. Wilmotte’s annual cash incentive was guaranteed at his maximum incentive opportunity and is reflected in the “Bonus” column.

  58. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth information on potential payment opportunities in respect of Fiscal 2024 performance under our annual Cash Incentive Plan and equity awards granted during Fiscal 2024 under our Incentive Plan.

  59. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future 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 (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/ Share) | Grant Date Fair Value of Share and Option Awards ($)(2) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum(($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | | John D. Idol | RSUs | 6/15/23 | — | — | — | | — | — | — | 115,426 | — | — | 4,249,985 | | | PRSUs(3) | 6/15/23 | — | — | — | | 57,713 | 115,426 | 230,852 | — | — | — | 2,124,993 | | | Annual Cash Incentive Plan(4) | — | — | 2,700,000 | 5,400,000 | | — | — | — | — | — | — | — | | Thomas J. Edwards, Jr. | RSUs | 6/15/23 | — | — | — | | — | — | — | 40,739 | — | — | 1,500,010 | | | PRSUs(3) | 6/15/23 | — | — | — | | 20,370 | 40,739 | 81,478 | — | — | — | 750,005 | | | Annual Cash Incentive Plan(4) | — | — | 800,000 | 1,600,000 | | — | — | — | — | — | — | — | | Jenna Hendricks | RSUs | 6/15/23 | — | — | — | | — | — | — | 23,764 | — | — | 874,990 | | | PRSUs(3) | 6/15/23 | — | — | — | | 11,882 | 23,764 | 47,528 | — | — | — | 437,495 | | | Annual Cash Incentive Plan(4) | — | — | 250,000 | 500,000 | | — | — | — | — | — | — | — | | Krista A. McDonough | RSUs | 6/15/23 | — | — | — | | — | — | — | 23,764 | — | — | 874,990 | | | PRSUs(3) | 6/15/23 | — | — | — | | 11,882 | 23,764 | 47,528 | — | — | — | 437,495 | | | Annual Cash Incentive Plan(4) | — | — | 275,000 | 550,000 | | — | — | — | — | — | — | — | | Cedric Wilmotte | RSUs | 6/15/23 | — | — | — | — | — | — | — | 95,057 | — | — | 3,499,999 | | | PRSUs(3) | 6/15/23 | — | — | — | — | — | — | — | — | — | — | — | | | Annual Cash Incentive Plan(4) | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — | — |

  60. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    1.The share-based awards reflected in this column were granted on June 15, 2023 and will vest in 1/4 installments on each of the first four anniversary dates following the grant date, except for Mr. Wilmotte whose share-based awards will vest in 1/3 installments on each of the first three anniversary dates following the grant date, in each case, subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

  61. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

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    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  63. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    2.The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for share-based awards are set forth in Note 17 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2024. The value of the PRSUs included in the amount reported in this column is based on achieving threshold performance goals and represents 50% of the grant date fair value. 3.The PRSUs will vest after three years subject to attainment of pre-established performance goals that will be measured annually for each year in the performance period using a standard annual growth rate over the prior year actuals for each year measured, and subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. The actual number of PRSUs earned at the end of the three year period ranges from 0% of the target number of shares originally awarded (for performance below established thresholds) to up to 200% of the target number of shares for maximum performance (interpolated based on actual level of attainment in accordance with the terms of our Incentive Plan). 4.Represents the range of possible cash payouts for Fiscal 2024 under the Cash Incentive Plan if performance metrics were attained at varying levels. If performance falls below the pre-established thresholds, the payout is $0. See “Compensation Discussion and Analysis—Fiscal 2024 Compensation—Incentive Compensation—Fiscal 2024 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2024 are set forth in the Summary Compensation Table above.

  64. John D. Idol

    John D. Idol John D. Idol is employed pursuant to an employment agreement between the Company and him. Mr. Idol is not subject to a fixed term contract and his employment will continue pursuant to the employment agreement unless terminated by either party. Pursuant to terms of his employment agreement, Mr. Idol serves as our Chairman and Chief Executive Officer, reporting to the Board of Directors. We must use best efforts to cause Mr. Idol to be appointed or elected to the position of Chairman of the Board. Upon termination of his employment for any reason, Mr. Idol will immediately resign from the Board and from other officer and director positions with the Company and its subsidiaries. Mr. Idol is entitled to receive an annual base salary of at least $1.35 million. In addition, Mr. Idol is eligible to receive a cash incentive in accordance with, and subject to the terms and conditions of, our then existing Cash Incentive Plan which is a component of the Incentive Plan The annual cash incentive payment is equal to a percentage of Mr. Idol’s then-current base salary with the incentive levels set at 0% for performance below established thresholds and 200% target – 400% maximum. Mr. Idol’s actual annual cash incentive will be interpolated based on the actual level of attainment with performance components, measures and target values established by the Compensation and Talent Committee. Except in limited circumstances, Mr. Idol must be employed by us on the date that the annual cash incentive is actually paid, which will be the same date that annual cash incentives are paid to our other senior executives that participate in the Cash Incentive Plan. Mr. Idol will not accrue any vacation but he is entitled to take unlimited vacation so long as the vacation time does not interfere with his ability to complete his obligations under his employment agreement. Mr. Idol is entitled to participate in all employee benefit plans and programs generally available to our senior executives, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans. We pay the premiums, up to a maximum of $50,000 per annum in the aggregate, for Mr. Idol’s approximately $5.0 million whole life insurance and $500,000 term life insurance policy. We also provide Mr. Idol with an automobile and driver for transportation to and from our offices and for business purposes as provided for in his employment agreement, and Mr. Idol is entitled to use our corporate aircraft in accordance with his Aircraft Time Sharing Agreement. Mr. Idol has also agreed that during the term of his employment agreement he will not engage in or carry on any “Competitive Business” (as defined in his employment agreement); provided that he may own 10% or less in a Competitive Business as a passive investor so long as he does not manage or exercise influence or control over such business.

  65. John D. Idol

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  66. John D. Idol

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  67. John D. Idol

    Pursuant to his employment agreement, to the extent permitted by law and our by-laws or other governing documents, we will indemnify Mr. Idol with respect to any claims made against him as an officer, director or employee of the Company or any subsidiary, except for acts taken in bad faith or in breach of his duty of loyalty to the Company. During the term of his employment agreement and for as long thereafter as is practicable, we agreed that Mr. Idol will be covered under a directors and officers liability insurance policy with coverage limits in amounts no less than that which we maintained as of the date of his employment agreement. Mr. Idol has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company and Mr. Idol remains obligated to maintain the confidentiality of our proprietary information. For two years after termination of his employment, Mr. Idol has agreed not to hire any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention. Thomas J. Edwards, Jr. Thomas J. Edwards, Jr. is employed as our Executive Vice President, Chief Financial Officer and Chief Operating Officer pursuant to an employment agreement between the Company and him. Mr. Edwards is not subject to a fixed term contract and his employment will continue pursuant to the employment agreement unless terminated by either party. Mr. Edwards is entitled to receive a base salary of $800,000 per year. Mr. Edwards is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance –100% target – 200% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Edwards is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans. Mr. Edwards is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Edwards has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.

  68. Jenna Hendricks

    Jenna Hendricks Jenna Hendricks is employed as our Senior Vice President, Chief People Officer pursuant to an employment agreement between her and the Company. Ms. Hendricks is not subject to a fixed term contract and her employment will continue pursuant to the employment agreement unless terminated by either party. Ms. Hendricks receives a base salary of $500,000 per year. Ms. Hendricks is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. Hendricks is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans. Ms. Hendricks receives an annual clothing allowance in the amount of $10,000 plus an additional clothing allowance of $15,000 for use at any time during the term. Ms. Hendricks is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Hendricks has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.

  69. Jenna Hendricks

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  70. Jenna Hendricks

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  71. Krista A. McDonough

    Krista A. McDonough Krista A. McDonough is employed as our Senior Vice President, General Counsel and Chief Sustainability Officer pursuant to an employment agreement between her and the Company. Ms. McDonough is not subject to a fixed term contract and her employment will continue pursuant to the employment agreement unless terminated by either party. Ms. McDonough receives a base salary of $550,000 per year. Ms. McDonough is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. McDonough is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans. Ms. McDonough is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. McDonough has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.

  72. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth unexercised and unvested share options and other share-based awards that were outstanding as of the end of Fiscal 2024 for each named executive officer:

  73. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | Share Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Yet Vested (#)(1) | Market Value of Shares or Units of Shares That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | John D. Idol | 61,249 | — | 67.52 | 6/15/2025 | — | — | — | — | | | — | — | — | — | 216,472 | 9,806,182 | — | — | | | — | — | — | — | — | — | 102,535 | 4,644,836 | | Thomas J. Edwards, Jr. | 12,250 | — | 67.52 | 6/15/2025 | — | — | — | — | | | — | — | — | — | 80,069 | 3,627,126 | — | — | | | — | — | — | — | — | — | 36,189 | 1,639,362 | | Jenna Hendricks | — | — | — | — | 23,096 | 1,046,249 | — | — | | | — | — | — | — | — | — | 19,792 | 896,578 | | Krista A. McDonough | 6,885 | — | 34.68 | 6/15/2024 | — | — | — | — | | | 4,900 | — | 67.52 | 6/15/2025 | — | — | — | — | | | — | — | — | — | 43,429 | 1,967,334 | — | — | | | — | — | — | — | — | — | 19,792 | 896,578 | | Cedric Wilmotte | — | — | — | — | 95,057 | 4,306,082 | — | — |

  74. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    1.Reflects unvested RSUs that will vest 1/3 each year over three years on each of the first three anniversaries of the date of grant, except for the awards granted to Mr. Idol, Mr. Edwards, Ms. Hendricks and Ms. McDonough on June 15, 2023, which vest in equal installments over four years on the anniversary of the date of grant, in each case, subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. 2.The aggregate market or payout value of unvested or unearned shares is based on $45.30, which is the closing price of the Company’s ordinary shares on the NYSE on March 28, 2024 (the last business day of Fiscal 2024). 3.Reflects unearned PRSUs that will vest after three years subject to attainment of pre-established performance goals and subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. The actual number of PRSUs earned at the end of the three year period ranges from 0% of the target number of shares originally awarded (for performance below established thresholds) to up to 200% of the target number of shares for maximum performance (interpolated based on actual level of attainment in accordance with the terms of our Incentive Plan). The number of unearned PRSUs reported in this column is based on achieving threshold performance goals, which represents 50% of the shares originally subject to the award.

  75. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

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    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  77. Option Exercises and Shares Vested During Fiscal 2024

    Option Exercises and Shares Vested During Fiscal 2024

  78. Option Exercises and Shares Vested During Fiscal 2024

    | | Option Awards | | Share Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John D. Idol(1) | 14,503 | (188,394) | 221,723 | 8,218,105 | | Thomas J. Edwards, Jr. | — | — | 63,716 | 2,343,587 | | Jenna Hendricks(2) | — | — | 43,185 | 1,842,315 | | Krista A. McDonough | — | — | 37,679 | 1,385,717 | | Cedric Wilmotte | — | — | — | — |

  79. Option Exercises and Shares Vested During Fiscal 2024

    1.Reflects the exercise in June 2023 of options with a $49.88 exercise price granted in June 2016 that were scheduled to expire on June 15, 2023. 2.Pursuant to a letter agreement entered into with Ms. Hendricks on December 15, 2023, for purposes of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of the Code that would be imposed on amounts payable to Ms. Hendricks and preserving certain compensation-related tax deductions in connection with the consummation of the transactions contemplated by the Merger Agreement, certain time-based RSU awards that were otherwise scheduled to vest in June 2024 (or Fiscal 2025) were vested in calendar 2023 (or Fiscal 2024) subject to repayment under certain circumstances. See “Compensation Discussion and Analysis—Executive Summary—Compensation Related to Merger Agreement—Tax Mitigating Actions.”

  80. Fiscal 2024 Non-Qualified Deferred Compensation

    Fiscal 2024 Non-Qualified Deferred Compensation

  81. Fiscal 2024 Non-Qualified Deferred Compensation

    | Name | Executive Contributions ($) in Last FY(1) (2024) | Registrant Contributions ($) in Last FY(2) (2024) | Aggregate Earnings/(Losses) ($) in Last FY(3) (2024) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance ($) at Last FYE (2024)(4) | | John D. Idol | — | — | — | — | — | | Thomas J. Edwards, Jr. | — | — | — | — | — | | Jenna Hendricks | 80,000 | — | 38,817 | — | 272,139 | | Krista A. McDonough | 43,542 | — | 36,090 | — | 254,527 | | Cedric Wilmotte | — | — | — | — | — |

  82. Fiscal 2024 Non-Qualified Deferred Compensation

    1.Amounts shown in this column represent elective salary and/or annual cash incentive deferrals made by NEOs into the Deferred Compensation Plan in Fiscal 2024. All contributions shown are also reported as “Salary” and/or “Non-Equity Incentive Plan Compensation,” as applicable, for Fiscal 2024 in the Summary Compensation Table. 2.In Fiscal 2024, the Company did not make any matching contributions to the accounts of employees who participated in the Deferred Compensation Plan. 3.Amounts shown in this column represent total investment earnings (losses) under the Deferred Compensation Plan. The Deferred Compensation Plan does not pay above-market or preferential earnings on compensation that is deferred, and the amounts shown in this column are not reported as compensation in the Summary Compensation Table. 4.The aggregate balance in this column includes contributions, net of withdrawals and distributions, and total investment earnings (losses) for each NEO under the Deferred Compensation Plan in Fiscal 2024. Amounts shown in this column include amounts that were reported as compensation in the Summary Compensation Table to the extent that such amounts were contributed by the executive or the Company but not to the extent that such amounts represent earnings (losses). See Note (3) above. See “Compensation Discussion and Analysis—Fiscal 2024 Compensation—Other Compensation” for a description of the Deferred Compensation Plan.

  83. Fiscal 2024 Non-Qualified Deferred Compensation

    | 64 | CAPRI HOLDINGS LIMITED |

  84. Fiscal 2024 Non-Qualified Deferred Compensation

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  85. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control

  86. Treatment of Long-Term Equity Incentives Upon Termination or Change in Control

    Treatment of Long-Term Equity Incentives Upon Termination or Change in Control In general, unless stated otherwise in an employment agreement or individual award agreement, the share options and other share-based awards granted to our NEOs under the Incentive Plan would have been treated as follows in the event of termination or change in control in Fiscal 2024:

  87. Treatment of Long-Term Equity Incentives Upon Termination or Change in Control

    | Reason for Termination | Impact on Equity Awards | | Voluntary by Executive (No Grounds for Company to Terminate for Cause) | •Unvested share options, RSUs and PRSUs are forfeited •Vested share options are exercisable for 30 days following termination | | By Company without Cause | •Unvested share options, RSUs and PRSUs are forfeited •Vested share options are exercisable for 90 days following termination | | By Company for Cause | •Vested but unexercised share options and unvested share options are forfeited and unvested RSUs and PRSUs are forfeited | | Death or Disability | •All unvested share options and RSUs will vest in full and unvested PRSUs will vest at target •Vested share options are exercisable by executive or beneficiary (as applicable) for one year following death or disability (or, if earlier, the expiration date set forth in the applicable award agreement) | | Retirement (at least age 60 plus at least 10 years of service) | •Unvested share options and RSUs will continue to vest on the applicable vesting schedule •Unvested PRSUs will vest at the end of the performance period based on actual performance on a pro rata basis based on the number of completed months worked during the performance period •Vested share options are exercisable for four years following retirement (or, if earlier, the expiration date set forth in the applicable award agreement) | | Termination on (or within 24 months of) Change in Control by Company without Cause or by Executive with Good Reason | •Vesting of unvested share options will be accelerated and remain fully exercisable for a two-year period (or, if earlier, the expiration date set forth in the applicable award agreement) •Unvested RSUs will fully vest and all restrictions, limitations and conditions will lapse | | Change in Control without Termination | •There is no single-trigger accelerated vesting of any awards issued to date, unless the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards •Unvested PRSUs will vest at target and any performance conditions and performance periods will lapse, but the awards will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control |

  88. Treatment of Long-Term Equity Incentives Upon Termination or Change in Control

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  89. Treatment of Long-Term Equity Incentives Upon Termination or Change in Control

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  90. Treatment of Long-Term Equity Incentives Upon Termination or Change in Control

    For a description of the treatment of outstanding equity awards under the Merger Agreement, see “Compensation Discussion and Analysis—Executive Summary—Compensation Related to Merger Agreement—Equity Treatment under the Merger Agreement.”

  91. Potential Payments Upon Termination of Employment and Change in Control Table

    Potential Payments Upon Termination of Employment and Change in Control Table The Potential Payments Upon Termination of Employment and Change in Control Tables below set forth the estimated potential payments and benefits that would be payable to each of the named executive officers that were employed on the last day of Fiscal 2024 in the event of a termination of employment or change in control of the Company as of March 30, 2024 (the last day of Fiscal 2024). The amounts presented in the tables below assume all accrued obligations (including base salary earned but not yet paid, vested equity, any annual cash incentive with respect to any performance period that has been completed prior to the termination date or change in control, and any other accrued obligations as defined in an executive’s employment agreement) have been paid as of the termination of employment and/or change in control date. Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including any vested balance in their 401(k) plan or deferred compensation plan. The Merger will constitute a change in control under our Incentive Plan and applicable employment or similar agreements. The amounts in the table below reflect assumptions that may or may not actually occur or be accurate on the relevant date, including the effective date of any termination or change in control transaction (including the Merger), and are merely illustrative of the impact of hypothetical events, based on the terms of arrangements then in effect. The amounts that would actually be paid or payable to our NEOs upon an actual termination of employment and/or change in control transaction (including the Merger) will depend on the circumstances and timing of such event and may materially differ from the amounts set forth below.

  92. Potential Payments Upon Termination of Employment and Change in Control Table

    | John Idol | Voluntary Termination ($) | Retirement ($) | Disability ($) | Death ($) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | Merger Single Trigger Payments ($)(6) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(1) | — | — | — | — | — | 11,340,000 | — | 11,340,000 | | Annual Incentive Compensation(2) | — | — | 540,000 | 540,000 | — | 540,000 | — | 540,000 | | Special Bonus Award(3) | — | — | — | — | — | — | 1,350,000 | — | | Benefits(4) | — | — | — | 5,500,000 | — | — | — | — | | Vesting of Annual Long-Term Incentives(5) | 14,451,017 | 14,451,017 | 14,451,017 | 14,451,017 | — | 14,451,017 | 19,641,706 | 15,609,987 | | Total | 14,451,017 | 14,451,017 | 14,991,017 | 20,491,017 | 0 | 26,331,017 | 20,991,706 | 27,489,987 |

  93. Potential Payments Upon Termination of Employment and Change in Control Table

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  94. Potential Payments Upon Termination of Employment and Change in Control Table

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  95. Potential Payments Upon Termination of Employment and Change in Control Table

    | Thomas J. Edwards, Jr. | Voluntary Termination ($) | Retirement ($) | Disability ($)(11) | Death ($)(11) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | Merger Single Trigger Payments ($)(6) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(7) | — | — | — | — | — | 800,000 | — | 3,200,000 | | Annual Incentive Compensation(8) | — | — | — | — | — | 160,000 | — | 160,000 | | Special Bonus Award(3) | — | — | — | — | — | — | 800,000 | — | | Benefits(9) | — | — | — | — | — | 14,688 | — | 75,371 | | Vesting of Annual Long-Term Incentives(10) | — | — | 5,266,487 | 5,266,487 | — | — | 7,141,397 | 5,675,531 | | Total | 0 | 0 | 5,266,487 | 5,266,487 | 0 | 974,688 | 7,941,397 | 9,110,902 | | Jenna Hendricks | Voluntary Termination ($) | Retirement ($) | Disability ($)(11) | Death ($)(11) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | Merger Single Trigger Payments ($)(6) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(7) | — | — | — | — | — | 500,000 | — | 1,500,000 | | Annual Incentive Compensation(8) | — | — | — | — | — | 50,000 | — | 50,000 | | Special Bonus Award(3) | — | — | — | — | — | — | 500,000 | — | | Benefits(9) | — | — | — | — | — | 602 | — | 27,271 | | Vesting of Annual Long-Term Incentives(10) | — | — | 1,942,826 | 1,942,826 | — | — | 2,669,671 | 2,121,686 | | Total | 0 | 0 | 1,942,826 | 1,942,826 | 0 | 550,602 | 3,169,671 | 3,698,957 |

  96. Potential Payments Upon Termination of Employment and Change in Control Table

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  97. Potential Payments Upon Termination of Employment and Change in Control Table

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

  98. Potential Payments Upon Termination of Employment and Change in Control Table

    | Krista A. McDonough | Voluntary Termination ($) | Retirement ($) | Disability ($)(11) | Death ($)(11) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | Merger Single Trigger Payments ($)(6) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(7) | — | — | — | — | — | 550,000 | — | 1,650,000 | | Annual Incentive Compensation(8) | — | — | — | — | — | 55,000 | — | 55,000 | | Special Bonus Award(3) | — | — | — | — | — | — | 550,000 | — | | Benefits(9) | — | — | — | — | — | 22,214 | — | 99,851 | | Vesting of Annual Long-Term Incentives(10) | — | — | 2,863,911 | 2,863,911 | — | — | 3,828,652 | 3,042,771 | | Total | 0 | 0 | 2,863,911 | 2,863,911 | 0 | 627,214 | 4,378,652 | 4,847,622 | | Cedric Wilmotte | Voluntary Termination ($) | Retirement ($) | Disability ($)(11) | Death ($)(11) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | Merger Single Trigger Payments ($)(6) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(7) | — | — | — | — | — | 1,000,000 | — | 4,000,000 | | Annual Incentive Compensation(8) | — | — | — | — | — | 1,000,000 | — | 1,000,000 | | Special Bonus Award(3) | — | — | — | — | — | — | 1,000,000 | — | | Benefits(9) | — | — | — | — | — | 18,800 | — | 451,177 | | Vesting of Annual Long-Term Incentives(10) | — | — | 4,306,082 | 4,306,082 | — | — | 5,418,249 | 4,306,082 | | Total | 0 | 0 | 4,306,082 | 4,306,082 | 0 | 2,018,800 | 6,418,249 | 9,757,259 |

  99. Potential Payments Upon Termination of Employment and Change in Control Table

    1.Pursuant to the terms of Mr. Idol’s employment agreement, reflects severance pay equal to two times the sum of: (i) Mr. Idol's base salary as in effect on the last day of Fiscal 2024 and (ii) the annual cash incentive paid to him with respect to the Company’s last full fiscal year ended prior to the termination date (Fiscal 2023), payable in a single lump sum within 30 days following the date of termination. Because termination is assumed to have occurred on the last day of Fiscal 2024, the amounts presented in this row assume all accrued obligations under Mr. Idol’s employment agreement have been paid.

  100. Potential Payments Upon Termination of Employment and Change in Control Table

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  101. Potential Payments Upon Termination of Employment and Change in Control Table

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  102. Potential Payments Upon Termination of Employment and Change in Control Table

    2.Represents payment of the annual cash incentive for Fiscal 2024 which executive is entitled to pursuant to his employment agreement in the event of death or Total Disability (as defined in his employment agreement) or upon a termination by the Company without Cause or by Mr. Idol for Good Reason. Because termination is assumed to have occurred on the last day of Fiscal 2024, the amounts presented in this row assume all accrued obligations with respect to any cash incentive payment for a completed fiscal period which may be due and owing to Mr. Idol under other termination scenarios under his employment agreement have been paid. 3.Pursuant to letter agreements with each NEO entered into in connection with the Merger Agreement, and subject to executive actively working toward the completion of all requirements necessary to consummate the Merger and remaining employed through the closing of the Merger, the NEO will receive a special one-time cash bonus equal to their current base salary. See “Compensation Discussion and Analysis—Executive Summary—Compensation Related to Merger Agreement—Special Bonus Awards.” 4.Mr. Idol is entitled to a death benefit of $5.0 million and $500,000 under his whole life insurance policy and term life insurance policy, respectively. 5.Excludes awards that are already vested as of March 30, 2024. Mr. Idol is retirement eligible under the Incentive Plan and the amount in this row represents the value associated with the acceleration or continuation (as the case may be) pursuant to the terms of the Incentive Plan of the vesting of equity awards set forth in the Outstanding Equity Awards at 2024 Fiscal Year End table, using $45.30 per share, which is the closing price of the Company’s ordinary shares on the NYSE on March 28, 2024 (the last business day of Fiscal 2024) and assumes threshold performance with respect to PRSUs. With respect to the amounts set forth under the columns “Merger Single Trigger Payments” and “By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control,” the PRSU amounts reflect target performance for all performance periods that have not yet been completed. For the “Merger Single Trigger Payments” column only, the accelerated vesting of annual long-term incentives were calculated using $57.00 per share, which is the Merger Consideration. 6.For purposes of this disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger pursuant to, and in accordance with, the terms agreed with Tapestry. 7.Pursuant to the terms of executive’s employment agreement, reflects severance pay equal to 12 months of executive’s base salary as in effect on the last day of Fiscal 2024 payable in equal installments over a one-year period consistent with our payroll practices. In the event of a qualifying termination event within 24 for months of a Change in Control (as defined in executive’s CIC Agreement), executive is entitled to severance pay equal to two-times the sum of executive’s annual base salary and target annual cash incentive Because termination is assumed to have occurred on the last day of Fiscal 2024, the amounts presented in this row assume all accrued obligations under executive’s employment agreement or CIC Agreement, as applicable, have been paid. 8.Represents payment of the annual cash incentive for Fiscal 2024 which executive is entitled to pursuant to their employment agreement upon a termination by the Company without Cause or by executive for Good Reason. For Mr. Wilmotte, this amount reflects only the portion of his guaranteed annual incentive not yet paid as of the last day of the fiscal year. 9.Represents the cost of continuation of medical, dental, and vision benefits for executive for one year, or in the case of a termination by the Company without Cause or by executive for Good Reason within 24 months following a change of control (including the Merger), the cost of monthly COBRA premiums for group health care plan coverage for 24 months. Assumes costs will be equal to our cost for equivalent benefits in Fiscal 2024. These costs may change annually. Also includes $25,000 for outplacement services if executive is terminated by the Company without Cause or by executive for Good Reason within 24 months following a change of control (including the Merger). For Mr. Wilmotte, this row additionally assumes maximum reimbursement of up to $350,000 for the actual liability incurred by him in terminating his New York City residential lease. 10.Excludes awards that are already vested as of March 30, 2024. Represents the value of accelerated vesting for awards that will become fully vested and exercisable based on the amounts set forth in the Outstanding Equity Awards at 2024 Fiscal Year End table, using $45.30 per share, which is the closing price of the Company’s ordinary shares on the NYSE on March 28, 2024 (the last business day of Fiscal 2024) and assumes threshold performance with respect to PRSUs. With respect to the amounts set forth under the columns “Merger Single Trigger Payments” and “By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control,” the PRSU amounts reflect target performance for all performance periods that have not yet been completed. For the “Merger Single Trigger Payments” column only, the accelerated vesting of annual long-term incentives were calculated using $57.00 per share, which is the Merger Consideration. 11.Assumes termination due to death or disability occurs prior to any change in control (including the Merger). Pursuant to the CIC Agreements, if executive’s employment is terminated within two years following a change in control due to death or disability, executive would not be entitled to payment for medical, dental and vision benefits, but would be entitled to receive a prorated annual cash incentive based on such executive’s target annual cash incentive opportunity and death and disability benefits not less than those provided prior to the change in control.

  103. Potential Payments Upon Termination of Employment and Change in Control Table

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  104. Potential Payments Upon Termination of Employment and Change in Control Table

    | CEO Pay Ratio |

  105. Potential Payments Upon Termination of Employment and Change in Control Table

    Presented below is the ratio of the annual total compensation paid to John D. Idol, our Chief Executive Officer, in Fiscal 2024 to the annual total compensation of our median employee, excluding Mr. Idol’s compensation. This ratio is a reasonable estimate calculated in compliance with Item 402(u) of Regulation S-K of the Securities Act.

  106. Calculation

    | Pay Versus Performance |

  107. Pay Versus Performance Table

    Pay Versus Performance Table

  108. Pay Versus Performance Table

    | | Summary Compensation Table Total for PEO($)(b)(1) | Compensation Actually Paid to PEO($)(c)(2) | Average Summary Compensation Table Total for Non-PEO NEOs($)(d)(1) | Average Compensation Actually Paid to Non-PEO NEOs($)(e)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income($)(h)(6) | Adjusted Free Cash Flow($)(i)(7) | | Year (a) | | | | | Total Shareholder Return($)(f)(4) | Peer Group Total Shareholder Return($)(g)(5) | | | | 2024 | 10,536,629 | 9,772,501 | 3,787,766 | 3,469,234 | 388.17 | 81.73 | (229,000,000) | 120,000,000 | | 2023 | 14,331,813 | 10,961,037 | 2,537,098 | 2,219,512 | 402.74 | 98.52 | 616,000,000 | 715,000,000 | | 2022 | 14,737,831 | 15,510,572 | 5,781,103 | 5,579,572 | 436.93 | 145.97 | 822,000,000 | 573,000,000 | | 2021 | 8,193,425 | 32,610,713 | 1,849,249 | 6,935,898 | 429.99 | 191.02 | (62,000,000) | 807,000,000 |

  109. Pay Versus Performance Table

    1.Column (b) contains compensation amounts reported in the “Total” column of the Summary Compensation Table (“SCT”) for Mr. Idol, our Chief Executive Officer for each of the years listed. Column (d) contains the average of compensation amounts reported in the “Total” column of the Summary Compensation Table for our NEOs other than our Chief Executive Officer (“Non-PEO NEOs”) for each of the years listed. The Non-PEO NEOs for each applicable fiscal year are as follows: 2024: Mr. Edwards, Ms. Hendricks, Ms. McDonough and Mr. Wilmotte 2023: Mr. Edwards, Ms. Hendricks, Ms. McDonough and Daniel Purefoy, our former SVP, Global Operations and Head of Diversity and Inclusion (who served for four months of Fiscal 2023)

  110. Pay Versus Performance Table

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  111. Pay Versus Performance Table

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  112. Pay Versus Performance Table

    2022: Mr. Edwards, Ms. Hendricks, Ms. McDonough, Mr. Purefoy and Joshua Schulman, our former Chief Executive Officer of Michael Kors (who served for approximately seven months of Fiscal 2022) 2021: Mr. Edwards, Ms. McDonough and Mr. Purefoy 2.Compensation actually paid to our PEO in each of the years listed as reflected in column (c) reflects the amount set forth in column (b) of the table above adjusted in accordance with SEC rules. The dollar amounts in column (c) do not reflect the actual amount of compensation earned or paid to our PEO in the applicable fiscal year. The adjustments made to our PEO’s total compensation for Fiscal 2024 to determine CAP are shown in the table below.

  113. Pay Versus Performance Table

    | | 2024 ($) | | Summary Compensation Table Total for PEO | 10,536,629 | | Minus Changes in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(a) | — | | Minus Grant Date Fair Value of Stock Options and Stock Awards Granted in a Fiscal Year(b) | 8,499,971 | | Plus Fair Value at Fiscal Year-End of Outstanding Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | 10,218,049 | | Plus / (Minus) Change in Fair Value of Outstanding and Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | (333,163) | | Plus / (Minus) Change in Fair Value of Vesting Date of Stock Option and Stock Awards Granted in Years Prior for which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | (2,149,044) | | Minus Fair Value as of Prior Fiscal Year End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | — | | Compensation Actually Paid to PEO | 9,772,501 |

  114. Pay Versus Performance Table

    | (a) We have not reported any amounts in our SCT with respect to “Change in Pension and Nonqualified Deferred Compensation.” Accordingly, the adjustments with respect to such items prescribed by the pay versus performance rules are not relevant to our analysis and no adjustments have been made. | | (b) The amounts reflect the aggregate grant date fair value reported in the “Share Awards” and “Option Awards” columns in the SCT for the applicable fiscal year. | | (c) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our PEO were remeasured at the end of each fiscal year, and as of the vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under U.S. GAAP. See Note 17 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2024. |

  115. Pay Versus Performance Table

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  116. Pay Versus Performance Table

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  117. Pay Versus Performance Table

    3.The average compensation actually paid to our Non-PEO NEOs in each of the years listed as reflected in column (e) reflects the amount set forth in column (d) of the table above adjusted in accordance with SEC rules. The dollar amounts in column (e) do not reflect the actual amount of compensation earned or paid to any Non-PEO NEOs in the applicable fiscal year. The adjustments made to our Non-PEO’s average total compensation for Fiscal 2024 to determine CAP are shown in the table below.

  118. Pay Versus Performance Table

    | | 2024 ($) | | Average Summary Compensation Table Total for Non-PEO NEOs | 3,787,766 | | Minus Changes in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(a) | — | | Minus Grant Date Fair Value of Stock Options and Stock Awards Granted in a Fiscal Year(b) | 2,499,995 | | Plus Fair Value at Fiscal Year-End of Outstanding Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | 2,526,460 | | Plus / (Minus) Change in Fair Value of Outstanding and Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | (54,207) | | Plus / (Minus) Change in Fair Value of Vesting Date of Stock Option and Stock Awards Granted in Years Prior for which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | (290,791) | | Minus Fair Value as of Prior Fiscal Year End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | — | | Average Compensation Actually Paid to Non-PEO NEOs | 3,469,234 |

  119. Pay Versus Performance Table

    | (a) We have not reported any amounts in our SCT with respect to “Change in Pension and Nonqualified Deferred Compensation.” Accordingly, the adjustments with respect to such items prescribed by the pay versus performance rules are not relevant to our analysis and no adjustments have been made. | | (b) The amounts reflect the aggregate grant date fair value reported in the “Share Awards” and “Option Awards” columns in the SCT for the applicable fiscal year. | | (c) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our Non-PEO NEOs were remeasured at the end of each fiscal year, and as of the vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under U.S. GAAP. See Note 17 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2024. |

  120. Pay Versus Performance Table

    4.TSR is calculated assuming that a $100 investment was made on the day prior to the first fiscal year reported in the table above and that all dividends are reinvested until the last day of each reported fiscal year. On the last business day of fiscal 2020, which was March 27, 2020, our share price was $11.67 compared to $45.30 on the last business day of Fiscal 2024. 5.The peer group used is the S&P 500 Apparel, Accessories & Luxury Goods Index, as used in the Company’s Share Performance Graph in our Annual Report on Form 10-K for Fiscal 2024. Peer group TSR is calculated assuming that a $100 investment was made on the day prior to the first fiscal year reported in the table above and that all dividends are reinvested until the last day of each reported fiscal year. 6.The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements for the applicable year. 7.The Company selected financial measure is free cash flow as adjusted in accordance with the Incentive Plan. Adjusted free cash flow as used in our Incentive Plan may differ from our public filings as additional items may be excluded in accordance with the terms of our Incentive Plan. For a further discussion of free cash flow and how it is used in our executive compensation program, see “Compensation Discussion and Analysis.”

  121. Pay Versus Performance Table

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  122. Pay Versus Performance Table

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  123. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below show the relationship between compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs in each of the applicable fiscal years to (i) TSR of both our Company and our peer group; (ii) net income and (iii) adjusted free cash flow. *TSR is calculated assuming that a $100 investment was made on the last business day prior to the first fiscal year reported in the graph and that all dividends are reinvested until the last day of each reported fiscal year. On the last business day of fiscal 2021, which was March 26, 2021, our share price was $50.18 compared to $45.30 on the last business day of Fiscal 2024. The peer group used is the S&P 500 Apparel, Accessories & Luxury Goods Index, as used in the Company’s Share Performance Graph in our Annual Report on Form 10-K for Fiscal 2024.

  124. Relationship Between Compensation Actually Paid and Performance Measures

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  125. Relationship Between Compensation Actually Paid and Performance Measures

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  126. Relationship Between Compensation Actually Paid and Performance Measures

    * The Company selected financial measure is free cash flow as adjusted in accordance with the Incentive Plan. Adjusted free cash flow as used in our Incentive Plan may differ from our public filings as additional items may be excluded in accordance with the terms of our Incentive Plan. For a further discussion of free cash flow and how it is used in our executive compensation program, see “Compensation Discussion and Analysis.”

  127. Financial Performance Measures

    | Director Compensation |

  128. Director Compensation Generally

    Director Compensation Generally Non-employee directors receive annual cash compensation comprised primarily of an annual cash retainer (including additional cash retainers for the Lead Director and committee chairs) and additional cash compensation for committee service. For Fiscal 2024, director compensation was comprised as follows:

  129. Director Compensation Generally

    | Annual Cash Retainer | 100,000 | | Additional Cash Retainers | | | Lead Director | 50,000 | | Audit Committee Chair | 35,000 | | Compensation and Talent Committee Chair | 30,000 | | Governance, Nominating and CSR Committee Chair | 30,000 | | Committee Cash Service Payment | $12,500 per committee | | Travel Fee | $3,000 per intercontinental trip to Board meeting |

  130. Director Compensation Generally

    Directors who are employees receive no additional compensation for their services as directors. A portion of John D. Idol’s annual base salary, equal to one-fourth of the amount of the annual retainer paid to the Company’s independent directors, is payable to him by the Company on a quarterly basis at the same time such retainer is paid to the independent directors of the Company. This is not additional compensation for Mr. Idol and is merely an allocation of salary from the U.S. entity that employs him to the Company for his services as a director of the Company. In addition to the annual cash fees set forth in the table above, each non-employee director is entitled to receive an annual grant of RSUs under our Incentive Plan. For Fiscal 2024, non-employee director RSU grants had a fair value at the time of grant equal to approximately $175,000. The RSUs generally cliff vest on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant. Non-employee directors may defer settlement of the RSUs beyond the vesting date in accordance with Section 409A of the Code. Our annual equity grants to non-employee directors are made on the date of the annual meeting of shareholders. Generally, any non-employee director appointed to our Board subsequent to the date of the annual meeting of shareholders is granted, on the date of such appointment, a pro rata portion of the annual equity grant based on the time between the director’s date of appointment and the next annual meeting of shareholders. Our directors are permitted to use the Company aircraft to travel to and from Board and committee meetings, and we reimburse our non-employee directors for reasonable travel and other related expenses in connection with such meetings. Non-employee directors (like all of our eligible full-time employees) are also provided with a merchandise discount on our products.

  131. Director Compensation Generally

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  132. Director Compensation Generally

    | TABLE OF CONTENTS | DIRECTOR COMPENSATION |

  133. Director Compensation Table

    Director Compensation Table The following table sets forth the amount of compensation earned by each of our non-employee directors for service on our Board during Fiscal 2024:

  134. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Share Awards ($)(1)(2) | All Other Compensation | Total ($) | | Marilyn Crouther | 166,000 | 174,996 | — | 340,996 | | Robin Freestone | 175,000 | 174,996 | — | 349,996 | | Judy Gibbons | 155,000 | 174,996 | — | 329,996 | | Mahesh Madhavan(3) | 137,000 | 224,989 | — | 361,989 | | Stephen F. Reitman | 131,000 | 174,996 | — | 305,996 | | Jane Thompson | 125,000 | 174,996 | — | 299,996 | | Jean Tomlin OBE | 155,000 | 174,996 | — | 329,996 |

  135. Director Compensation Table

    1.The amounts reported in this column reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The weighted average assumptions for share-based awards are set forth in Note 17 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2024. 2.These RSUs generally vest on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant, but settlement may be deferred in accordance with Section 409A of the Code. 3.The column “Share Awards” reflects the pro rata grant awarded to Mr. Madhavan in connection with his Board appointment as well as his annual equity grant.