DEF 14A of Capri Holdings Ltd, Jun 24, 2025

DEF 14A of Capri Holdings Ltd

Filed Jun 24, 2025 · FY20250001530721-25-000078

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. Class II Director Nominees for Election at the 2025 Annual Meeting

    Class II Director Nominees for Election at the 2025 Annual Meeting

  3. Class II Director Nominees for Election at the 2025 Annual Meeting

    | Judy Gibbons | | | | | | Title: Retired technology executive | Age: 68 | 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. | | |

  4. Class II Director Nominees for Election at the 2025 Annual Meeting

    | Jane Thompson | | | | | | Title: Co-founder and director of The Fusion Labs | Age: 53 | 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. | | |

  5. Class II Director Nominees for Election at the 2025 Annual Meeting

    | CAPRI HOLDINGS LIMITED | 9 |

  6. Class II Director Nominees for Election at the 2025 Annual Meeting

    | PROPOSAL ONE | TABLE OF CONTENTS |

  7. Class II Director Nominees for Election at the 2025 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.

  8. Class II Director Nominees for Election at the 2025 Annual Meeting

    | Our Board of Directors unanimously recommends a vote “FOR” the election of the two Class II director nominees named above. Unless contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of Judy Gibbons and Jane Thompson to hold office as directors until the 2028 annual meeting of shareholders and until the election and qualification of their respective successors in office. |

  9. Class II Director Nominees for Election at the 2025 Annual Meeting

    | 10 | CAPRI HOLDINGS LIMITED |

  10. Class II Director Nominees for Election at the 2025 Annual Meeting

    | TABLE OF CONTENTS | PROPOSAL ONE |

  11. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

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

    Class III Directors for Election at the 2026 Annual Meeting

  13. 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: 66 | 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. | | |

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

    | Robin Freestone | | | | | | Title: Retired chief financial officer | Age: 66 | 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 previously served on the Boards of Aston Martin Lagonda and as Chairman of the Board of moneysupermarket.com. He has been a non-executive director of Intertek plc since April 2025. | | |

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

    | CAPRI HOLDINGS LIMITED | 11 |

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

    | PROPOSAL ONE | TABLE OF CONTENTS |

  17. 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: 62 | 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. He has served on the Board of Directors of Reckitt Benckiser Group Plc, a British multinational consumer goods company, since January 2025. | | |

  18. Class I Directors for Election at the 2027 Annual Meeting

    Class I Directors for Election at the 2027 Annual Meeting

  19. Class I Directors for Election at the 2027 Annual Meeting

    | Marilyn Crouther | | | | | | Title: Chief Executive Officer and Principal of Crouther Consulting, LLC | Age: 59 | 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. | | |

  20. Class I Directors for Election at the 2027 Annual Meeting

    | 12 | CAPRI HOLDINGS LIMITED |

  21. Class I Directors for Election at the 2027 Annual Meeting

    | TABLE OF CONTENTS | PROPOSAL ONE |

  22. Class I Directors for Election at the 2027 Annual Meeting

    | Stephen F. Reitman | | | | | | Title: Executive Chairman of Reitmans (Canada) Limited | Age: 77 | 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. | | |

  23. Class I Directors for Election at the 2027 Annual Meeting

    | Jean Tomlin OBE | | | | | | Title: Founder and Chief Executive Officer of Chanzo Ltd. | Age: 70 | 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. | | |

  24. Class I Directors for Election at the 2027 Annual Meeting

    | CAPRI HOLDINGS LIMITED | 13 |

  25. Class I Directors for Election at the 2027 Annual Meeting

    | Corporate Governance |

  26. 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 |

  27. Special Retention Arrangements

    | Named Executive Officer | Target Retention Award ($)(1) | Special Performance Bonus ($)(2) | Required Repayments ($)(2) | Total Special Retention Award ($) | | Thomas J. Edwards, Jr. | 800,000 | 250,000 | (250,000) | 800,000 | | Krista A. McDonough | 275,000 | 250,000 | — | 525,000 |

  28. Incentive Compensation

    Incentive Compensation Fiscal 2025 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 2025. The Fiscal 2025 target and maximum annual cash incentive opportunity for each of our NEOs is set forth in the table below:

  29. Incentive Compensation

    | | Fiscal 2025 Annual Cash Incentive (% of Salary) | | | Named Executive Officer | Target | Maximum | | John D. Idol | 200% | 400% | | Thomas J. Edwards, Jr.(1) | 100% | 200% | | Jenna Hendricks(1) | 50% | 100% | | Krista A. McDonough(1) | 50% | 100% | | Cedric Wilmotte(2) | 100% | 200% |

  30. Incentive Compensation

    1.These NEOs did not participate in the Fiscal 2025 Cash Incentive Plan. See “—Executive Summary—Terminated Merger Agreement.” 2.Pursuant to the terms of Mr. Wilmotte’s separation agreement, and consistent with the terms of his employment agreement, Mr. Wilmotte was entitled to his target cash incentive opportunity for Fiscal 2025. In Fiscal 2025, when identifying performance metrics and setting performance goals, the Compensation and Talent Committee referenced the Company’s operating budget as one way to align compensation with our strategic priorities, with target set equal to budget. The budget itself reflects a rigorous assessment of projected performance, informed by our strategic and operational initiatives, prior year performance and broader general industry trends that could impact the business positively or negatively. Notwithstanding this process, in connection with the termination of the merger agreement with Tapestry, Inc., in November 2024, the Compensation and Talent Committee approved special retention awards for Mr. Edwards and Ms. McDonough and waived certain repayment obligations for Ms. Hendricks. See “Executive Summary—Terminated Merger Agreement” above. These retention awards and other special arrangements were in lieu of any cash incentive for these executives under the Fiscal 2025 Cash Incentive Plan. In addition, Mr. Wilmotte was entitled to his target bonus opportunity for Fiscal 2025 pursuant to the terms of his employment agreement. Accordingly, Mr. Edwards, Ms. Hendricks, Ms. McDonough and Mr. Wilmotte did not participate in the annual Cash Incentive Plan for Fiscal 2025.

  31. Incentive Compensation

    | | | Fiscal 2025 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% | $400.0 | $500.0 | $600.0 | $153.0 | 0% | | Adjusted Operating Income(2) | 40% | $468.0 | $520.0 | $572.0 | $91.0 | 0% | | Total Weighted Payout as a % of Target | | | | | | 0% |

  32. 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 2025, 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 through our philanthropic work. In Fiscal 2025, 10% of leadership’s target annual cash incentive compensation under the Cash Incentive Plan 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 inclusive workforce while continuing to give back to communities and people in need. Actual results can range from 0-200% of target (10% of the annual cash incentive weighting) 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 the CEO, individual ESG performance and the corresponding payout percentage is based on the Compensation and Talent Committee’s assessment of his performance against his annual individual 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. It was determined by the Compensation and Talent Committee that significant and quantifiable progress was made toward our ESG goals and that Mr. Idol exceeded his Fiscal 2025 ESG objectives. Therefore, the Board determined that the ESG component under the Cash Incentive Plan was attained at the maximum level for Mr. Idol, for a total weighted payout as a percentage of target equal to 20.0%. This determination was reached by considering ESG achievements, including: •Minimizing negative environmental impacts of our operations by: ◦Reducing Scope 1 & 2 GHG emissions ◦Investing in 78% renewable energy across our own operations ◦Sourcing 93% of leather from Leather Working Group audited tanneries

  33. Incentive Compensation

    ◦Engaging with 86% of suppliers (based on production volume) on environmental performance ◦Converting 98% of point-of-sale (POS) packaging to lower-impact options* •Continuing to give back to communities through: ◦Supporting the Watch Hunger Stop campaign for the 13th year (with 35 million school meals delivered since inception) ◦Continuing support for longtime philanthropic partner God’s Love We Deliver (with 2024 event raising more than $4M) ◦Celebrating the 5th anniversary of The Jimmy Choo Foundation’s partnership with Women for Women International ◦Supporting the Elton John AIDS Foundation Rocket Fund and Clooney Foundation for Justice Albie Awards through the Versace Foundation *Lower-impact point-of-sale (POS) packaging consists of packaging made from Forest Stewardship Council-certified content, packaging made from certified recycled content and packaging that is widely recyclable. Fiscal 2025 Annual Cash Incentive Payments As a result of the above performance, and in accordance with the Cash Incentive Plan, the Compensation and Talent Committee approved the following annual cash incentive payment to Mr. Idol, who was the only NEO to participate in the Cash Incentive Plan, in Fiscal 2025:

  34. Incentive Compensation

    | Named Executive Officer | Annual Cash Incentive Award as a % of Target | Fiscal 2025 Annual Cash Incentive ($)(1) | | John D. Idol | 20% | 540,000 |

  35. 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 2024 Equity Incentives The equity incentive awards that were made in June 2024 (based on performance in Fiscal 2024) were comprised 100% of time-based RSUs because they were granted during the pendency of the previously proposed merger with Tapestry,Inc., which made it impractical for the Company to establish meaningful long-term financial performance goals. The Compensation and Talent Committee believes it was appropriate to grant solely time-based RSUs in Fiscal 2025 in order to retain executives during a period of uncertainty while still aligning the interests of executives with our shareholders because the value of the RSUs is tied to our share price. Notwithstanding this change, performance-based components continued to represent a significant portion of target direct compensation for the NEOs in Fiscal 2025 (see “—Compensation Design—Compensation Framework”). The time-based RSUs vest ratably in equal amounts on each of the first four anniversaries of the date of grant. The grant date fair value and percentage of RSUs granted to each NEO in Fiscal 2025 are reflected in the table below. Due to Fiscal 2024 performance below our expectations, the grant date fair value of the long-term incentive awards granted in June 2024 (Fiscal 2025) were reduced by an average of approximately 24.4% for our NEOs from the prior year as set forth in the table below. Despite relating to the prior fiscal year, given the timing of grant, these awards are captured in the Fiscal 2025 Summary Compensation Table as discussed above under “—Timing of Awards”:

  36. 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 |

  37. Incentive Compensation

    1.Reflects estimated long-term equity incentive value. Because SEC disclosure rules require that we only include the grant date fair value of share-based long-term equity incentive awards actually granted in the applicable fiscal year, our long-term equity incentive awards made in Fiscal 2025 (June 2024) in respect of Fiscal 2024 performance appear in the Fiscal 2025 Summary Compensation Table. See “Executive Compensation—Summary Compensation Table” for 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). June 2025 Equity Incentives As discussed above, the equity incentive awards that were made in June 2025, following the end of the fiscal year and based on the individual executive’s performance in Fiscal 2025, will be included in our Fiscal 2026 Summary Compensation Table. Due to Fiscal 2025 performance below our expectations, the grant date fair value of the LTI awards granted in June 2025 to eligible NEOs was reduced by an average of 30.4% from the target grant date fair value for such NEOs as set forth in the table below. These LTI awards were granted solely in the form of time-based RSUs with a three year vesting period. The Compensation and Talent Committee believes that an award of solely time-based RSUs was appropriate in light of (i) the challenging business and macroeconomic environment for our industry, including with respect to global trade policies and tariffs that may significantly impact the business, making it difficult to set realistic and sufficiently informed long-term performance goals, (ii) the historical missed performance goals under the PRSU program that caused the program not to have the intended incentive and retentive effect (see “—PRSUs Earned as of the End of Fiscal 2025)”, and (iii) the need to retain critical talent given that variable pay was challenged in the prior year. RSUs also align the interests of executives with our shareholders because the value of the RSUs is tied to our share price. Notwithstanding this, performance-based components continue to represent a significant portion of target direct compensation for the NEOs (see “—Compensation Design—Compensation Framework”). Next year, we anticipate being able to set sufficiently informed multi-year performance goals that are challenging but reasonably attainable and directly linked to the Company’s strategy and objectives, and returning to our prior LTI mix of PRSUs and RSUs.

  38. Incentive Compensation

    | Named Executive Officer | Long-Term Incentive Value ($)(1) | Restricted Share Units (RSUs) (%) | Decrease From Target(2) (%) | | John D. Idol | 5,000,000 | 100 | 41.2 | | Jenna Hendricks | 1,312,500 | 100 | 25.0 | | Krista A. McDonough | 1,312,500 | 100 | 25.0 |

  39. Incentive Compensation

    1.Reflects estimated grant date fair value rounded to the nearest whole number. Because SEC disclosure rules require that we only include the grant date fair value of share-based long-term equity incentive awards actually granted in the applicable fiscal year, our long-term equity incentive awards made in Fiscal 2026 (June 2025) in respect of Fiscal 2025 performance will appear in the Fiscal 2026 Summary Compensation Table. 2.Target refers to the applicable NEOs actual LTI award value for Fiscal 2023, as reported in the Summary Compensation Table, in light of the fact that Fiscal 2024 LTI awards were below target as they were granted during the previously pending merger. PRSUs Earned as of End of Fiscal 2025 2022 PRSUs As described in our 2022 proxy statement, the Compensation and Talent Committee approved a grant of PRSUs in June 2022 to Mr. Idol, Mr. Edwards, Ms. Hendricks and Ms. McDonough that would vest after three years in June 2025, subject to achievement of pre-established performance goals for the three year performance period commencing on April 3, 2022 (the first day of Fiscal 2023) and continuing through March 29, 2025 (the last day of Fiscal 2025). Vesting was subject to the executive’s continued employment through the June 2025 vesting date, unless the executive officer was retirement eligible, died or became permanently disabled within the meaning of the Incentive Plan. The potential vesting range as a percentage of the target award was 0% to 200%.

  40. Incentive Compensation

    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. 2.The amounts reported in this column have been determined based on the fair market value on the date of vesting. 2023 PRSUs As described in our 2023 proxy statement, the Compensation and Talent Committee approved a grant of PRSUs in June 2023 to Mr. Idol, Mr. Edwards, Ms. Hendricks and Ms. McDonough that would vest after three years in June 2026, subject to achievement of pre-established performance goals measured annually at the end of each fiscal year in the three year performance period commencing on April 2, 2023 (the first day of Fiscal 2023) and continuing through March 28, 2026 (the last day of Fiscal 2026). Vesting is subject to the executive’s continued employment through the June 2026 vesting date, unless the executive officer is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan. The potential vesting range as a percentage of the target award is 0% to 200%. The vesting of the June 2023 PRSU awards is contingent on the level of attainment of our average performance against return on invested capital (ROIC) and free cash flow goals, each weighted 50%, measured annually at the end of each fiscal year in the three year performance period. The annual performance goals in years two and three are set using a standard annual growth rate over the prior year actuals for each year measured. The Compensation and Talent Committee believes that ROIC and free cash flow are appropriate measures of Company performance since they assess profitability and the amount of cash that the Company generates, including the effects of our strategic and capital plans, and reflect metrics commonly used by investors. Relative performance measures are not used given what we believe are a limited number of companies that are directly comparable to us, with many of our competitors being privately held and not subject to the same disclosure requirements.

  41. Incentive Compensation

    | | PRSUs Awarded (#) | Grant Date Fair Value ($)(1) | PRSUs Vesting in June 2026 (#)(2) | PRSUs Forfeited (#)(3) | Remaining PRSUs Available for Vesting (#)(4) | Market Value of PRSUs Vesting ($)(5) | Market Value of PRSUs Forfeited ($)(5) | | John D. Idol | 115,426 | 4,249,985 | 7,999 | 68,182 | 39,245 | 162,380 | 1,384,095 | | Thomas J. Edwards, Jr. | 40,739 | 1,500,010 | 0(6) | 40,739(6) | 0(6) | 0(6) | 827,002(6) | | Jenna Hendricks | 23,764 | 874,990 | 1,647 | 14,037 | 8,080 | 33,434 | 284,951 | | Krista McDonough | 23,764 | 874,990 | 1,647 | 14,037 | 8,080 | 33,434 | 284,951 |

  42. Incentive Compensation

    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. 2.Reflects PRSUs that will vest in June 2026 based on the level of performance for the two out of three performance periods that have already been completed. Vesting is subject to the executive’s continued employment through the June 2026 vesting date, unless the executive officer is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan. 3.0% of the annual target number of shares for the performance period ended on the last day of fiscal 2024 were earned. Reflects 21.0% of the annual target number of shares with respect to the performance period ended on the last day of Fiscal 2025. 4.Reflects PRSUs at target that remain eligible to vest in June 2026, subject to achievement of pre-established performance goals in Fiscal 2026, which is the third and final year of the three year annual performance period. The potential vesting range as a percentage of the target award is 0% to 200%. 5.The amounts reported in this column have been determined based on $20.30, which is the closing price of the Company’s ordinary shares on the NYSE on March 28, 2025 (the last business day of Fiscal 2025). These amounts do not correspond to the actual value that the applicable NEO may realize from the award. 6.Mr. Edwards forfeited all PRSUs that may otherwise have vested in June 2026 due to his departure from the Company prior to the vesting date.

  43. 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 |

  44. 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 2025, 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 2025, 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 $955,373. The Compensation and Talent Committee has determined that its executive compensation consulting team at WTW is independent and that no conflicts exist.

  45. 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 our Company. 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 2025. 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.

  46. 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. |

  47. 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 establishes ranges for threshold and maximum performance around target, to align pay with performance. See “—Fiscal 2025 Compensation—Incentive Compensation—Fiscal 2025 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 adjusted financial metrics as 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.

  48. 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”) |

  49. 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 and Krista A. McDonough, 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 the actual level of performance during such fiscal year. For severance benefits paid or payable to Mr. Wilmotte, see “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Severance Benefits—Cedric Wilmotte.” 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). Mr. Wilmotte’s CIC Agreement terminated in connection with his separation from service from the Company. 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.”

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  51. Severance Protection and Change in Control

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  52. Severance Protection and 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. For details regarding the effect of termination and change in control on outstanding equity awards, see “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Treatment of Long-Term Equity Incentives Upon Termination or Change in Control.”

  53. 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 2025 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.

  54. 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 in Fiscal 2025 for our last three completed fiscal years:

  55. 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 | 2025 | 1,350,000 | — | 7,000,000 | — | 540,000 | 168,699 | 9,058,699 | | | 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 | | Thomas J. Edwards, Jr. Former Chief Financial Officer and Chief Operating Officer(4) | 2025 | 800,000 | 1,050,000(5) | 2,500,000 | — | — | 9,900 | 4,359,900 | | | 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 | | Jenna Hendricks Chief People Officer | 2025 | 500,000 | — | 1,250,016 | — | — | 11,400 | 1,761,416 | | | 2024 | 500,000 | (6) | 1,749,981 | — | 50,000 | 17,783 | 2,317,764 | | | 2023 | 500,000 | — | 1,499,958 | — | 400,000 | 15,876 | 2,415,834 | | Krista A. McDonough Chief Legal and Sustainability Officer | 2025 | 550,000 | 525,000(7) | 1,250,016 | — | — | 9,900 | 2,334,916 | | | 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 | | Cedric Wilmotte(8) Former Chief Executive Officer - Michael Kors | 2025 | 1,000,000 | 1,500,000(9) | 2,500,000 | — | — | 11,971 | 5,011,971 | | | 2024 | 1,000,000 | 2,000,000(10) | 3,499,999 | — | — | — | 6,499,999 |

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  58. 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 2025. 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 2025 Compensation—Incentive Compensation—Fiscal 2025 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. Edwards served as our Chief Financial Officer and Chief Operating Officer during the entirety of Fiscal 2025. His last day with the Company was June 20, 2025. 5.Reflects special retention compensation awarded in Fiscal 2025. To recognize the substantial efforts and time that Mr. Edwards devoted to the previously terminated merger with Tapestry, Inc., and to ensure Mr. Edwards’ continued employment and dedication to the Company following the termination of the merger, the Compensation and Talent Committee approved the grant of a special retention award to Mr. Edwards on November 13, 2024 consisting of (i) a 2025 target retention award in the amount of $800,000, 50% of which was paid on December 13, 2024 and 50% of which was to be paid on June 13, 2025; and (ii) a special performance bonus in the amount of $250,000, paid on December 13, 2024. The target retention award was in lieu of any cash incentive under the Cash Incentive Plan for Fiscal 2025. Mr. Edwards was obligated to repay the Company the special performance bonus in the amount of $250,000 because he terminated his employment with the Company prior to the date that was 12 months from the payment date of such special performance bonus. This amount was repaid by Mr. Edwards in full in connection with his resignation through a reduction in his remaining 50% of the target retention award that would otherwise have been payable by the Company to Mr. Edwards on June 13, 2025. Accordingly, the total amount of the special retention award actually paid to Mr. Edwards was $800,000. 6.On December 15, 2023, following approval by the Compensation and Talent Committee, the Company entered into a letter agreement with Ms. Hendricks pursuant to which Ms. Hendricks was paid certain amounts of compensation in the 2023 calendar year to which she would otherwise have become entitled either (i) in 2024 or (ii) at or in connection with the effective time of the previously contemplated merger with Tapestry, Inc. for the purpose of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of the Code that would be imposed on amounts payable to her in connection with the consummation of the transactions contemplated by the merger agreement and preserving certain compensation-related tax deductions to the Company that might otherwise be disallowed. Specifically, the letter agreement provided for the vesting of 20,333 time-based RSU awards that were otherwise scheduled to vest in 2024 with a value on the date of acceleration of $1,002,010, the payment of the special bonus award in the amount of $500,000 granted to Ms. Hendricks in connection with the transactions contemplated by the merger agreement, and the prepayment of severance of $1,500,000 payable pursuant to the Change in Control Continuity Agreement between Capri and Ms. Hendricks. In connection with the termination of the merger agreement on November 13, 2024, Ms. Hendricks was required to repay the Company $2,000,000 (which equals the gross value of the special bonus award and the prepaid severance which she was not otherwise entitled to once the merger agreement terminated). To recognize the substantial efforts that Ms. Hendricks devoted to the merger, and to ensure her continued employment and dedication to the Company following the termination of the merger, and consistent with the special retention awards granted to certain other NEOs, on November 13, 2024, the Compensation and Talent Committee approved an amendment to the terms of the December 15, 2023 letter agreement to provide that the Company would eliminate Ms. Hendricks’ obligation to repay the Company an amount equal to the special bonus award of $500,000. The elimination of this repayment obligation was in lieu of any cash incentive under the Cash Incentive Plan for Fiscal 2025. Except in limited circumstances, if Ms. Hendricks’ employment terminates prior to December 13, 2025, she will be obligated to pay the Company $250,000. On November 20, 2024, Ms. Hendricks repaid the Company $1,500,000 equal to the prepaid severance. 7.Reflects special retention compensation awarded in Fiscal 2025. To recognize the substantial efforts and time that Ms. McDonough devoted to the previously terminated merger with Tapestry, Inc., and to ensure Mr. McDonough’s continued employment and dedication to the Company following the termination of the merger, the Compensation and Talent Committee approved the grant of a special retention award to Ms. McDonough on November 13, 2024 consisting of (i) a 2025 target retention award in the amount of $275,000, 50% of which was paid on December 13, 2024 and 50% of which was paid on June 13, 2025; and (ii) a special performance bonus in the amount of $250,000, paid on December 13, 2024. The target retention award was in lieu of any cash incentive under the Cash Incentive Plan for Fiscal 2025. Except in limited circumstances, if Ms. McDonough’s employment terminates prior to December 13, 2025, she will be obligated to repay the Company an amount equal to the special performance bonus of $250,000. 8.Mr. Wilmotte was not a NEO for Fiscal 2023. 9.Reflects separation payments to Mr. Wilmotte pursuant to his separation and release agreement. See “—Potential Payments Upon Termination of Employment and Change in Control—Severance Benefits—Cedric Wilmotte.” 10.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.

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  61. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth information on potential payment opportunities in respect of Fiscal 2025 performance under our annual Cash Incentive Plan and equity awards granted during Fiscal 2025 under our Incentive Plan.

  62. FISCAL 2025 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 | 6/17/24 | — | — | — | — | — | — | 218,750 | — | — | 7,000,000 | | | Annual Cash Incentive Plan(3) | — | — | 2,700,000 | 5,400,000 | — | — | — | — | — | — | — | | Thomas J. Edwards, Jr. | RSUs | 6/17/24 | — | — | — | — | — | — | 78,125 | — | — | 2,500,000 | | | Annual Cash Incentive Plan(3) | — | — | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | Jenna Hendricks | RSUs | 6/17/24 | — | — | — | — | — | — | 39,063 | — | — | 1,250,016 | | | Annual Cash Incentive Plan(3) | — | — | 250,000 | 500,000 | — | — | — | — | — | — | — | | Krista A. McDonough | RSUs | 6/17/24 | — | — | — | — | — | — | 39,063 | — | — | 1,250,016 | | | Annual Cash Incentive Plan(3) | — | — | 275,000 | 550,000 | — | — | — | — | — | — | — | | Cedric Wilmotte | RSUs | 6/17/24 | — | — | — | — | — | — | 78,125 | — | — | 2,500,000 | | | Annual Cash Incentive Plan(3) | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — |

  63. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    1.The share-based awards reflected in this column were granted on June 17, 2024 and will vest in 1/4 installments on each of the first four anniversary dates following the grant date, 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. All unvested equity held by each of Mr. Edwards and Mr. Wilmotte following the June 2025 vesting date was forfeited in connection with their respective separation from service. 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 2025. 3.Represents the range of possible cash payouts for Fiscal 2025 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 2025 Compensation—Incentive Compensation—Fiscal 2025 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2025 are set forth in the Summary Compensation Table above.

  64. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

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    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  66. Jenna Hendricks

    Jenna Hendricks Jenna Hendricks is employed as our Chief People Officer pursuant to an employment agreement with 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.

  67. Krista A. McDonough

    Krista A. McDonough Krista A. McDonough is employed as our Chief Legal and Sustainability Officer pursuant to an employment agreement with 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.

  68. Krista A. McDonough

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  69. Krista A. McDonough

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  70. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 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 2025 for each named executive officer:

  71. OUTSTANDING EQUITY AWARDS AT 2025 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 | — | — | — | — | | | — | — | — | — | 319,845 | 6,492,854 | — | — | | | — | — | — | — | — | — | 27,622 | 560,727 | | Thomas J. Edwards, Jr. | 12,250 | — | 67.52 | 6/15/2025 | — | — | — | — | | | — | — | — | — | 40,262 | 817,319 | — | — | | | — | — | — | — | — | — | — | — | | Jenna Hendricks | — | — | — | — | 62,159 | 1,261,828 | — | — | | | — | — | — | — | — | — | 5,687 | 115,446 | | Krista McDonough | 4,900 | — | 67.52 | 6/15/2025 | — | — | — | — | | | — | — | — | — | 62,159 | 1,261,828 | — | — | | | — | — | — | — | — | — | 5,687 | 115,446 | | Cedric Wilmotte | — | — | — | — | 51,218 | 1,039,725 | — | — |

  72. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    1.The unvested RSUs in this column vest annually on the anniversary of the date of grant over a three or four year period depending on the terms of the applicable award agreement, 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. For Mr. Edwards and Mr. Wilmotte, the number of RSUs in this column reflect unvested RSUs as of the last day of the fiscal year that vested in June 2025. All other unvested RSUs were forfeited by each of Mr. Edwards and Mr. Wilmotte in connection with their respective separation from service. 2.The aggregate market or payout value of unvested or unearned shares is based on $20.30, which is the closing price of the Company’s ordinary shares on the NYSE on March 28, 2025 (the last business day of Fiscal 2025).

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  75. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    3.Reflects unearned PRSUs granted in June 2023 that will vest after three years subject to attainment of pre-established annual 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. Mr. Edwards forfeited his right to vest in any unvested PRSUs as of his last day of employment, and Mr. Wilmotte did not have any PRSU awards. 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 actual performance for measurement periods that have been completed as of the last day of the fiscal year but have not yet vested, and based on threshold performance, which represents 50% of the remaining shares originally subject to the award, for measurement periods that have not yet been completed. This column excludes PRSUs granted in June 2022 with a measurement period ending March 29, 2025 and a vesting date in June 2025 as performance was below established thresholds and no shares were eligible to be earned as of the end of the fiscal year.

  76. Option Exercises and Shares Vested During Fiscal 2025

    Option Exercises and Shares Vested During Fiscal 2025

  77. Option Exercises and Shares Vested During Fiscal 2025

    | | 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 | — | — | 115,377 | 3,593,357 | | Thomas J. Edwards, Jr. | — | — | 38,969 | 1,247,008 | | Jenna Hendricks(1) | — | — | — | — | | Krista A. McDonough | — | — | 20,333 | 650,656 | | Cedric Wilmotte | — | — | 31,686 | 1,013,952 |

  78. Option Exercises and Shares Vested During Fiscal 2025

    1.Pursuant to the previously disclosed letter agreement with Ms. Hendricks, time-based RSUs that were otherwise scheduled to vest in Fiscal 2025 were vested in 2024 for purposes of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of the Code and preserving certain compensation related tax deductions to the Company that might otherwise have been disallowed. Accordingly, Ms. Hendricks did not have any share awards vest in Fiscal 2025. See “Compensation Discussion and Analysis—Executive Summary—Terminated Merger Agreement—Letter Agreement with Ms. Hendricks.”

  79. Fiscal 2025 Non-Qualified Deferred Compensation

    Fiscal 2025 Non-Qualified Deferred Compensation

  80. Fiscal 2025 Non-Qualified Deferred Compensation

    | Name | Executive Contributions ($) in Last FY(1) (2025) | Registrant Contributions ($) in Last FY(2) (2025) | Aggregate Earnings/(Losses) ($) in Last FY(3) (2025) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance ($) at Last FYE (2025)(4) | | John D. Idol | — | — | — | — | — | | Thomas J. Edwards, Jr. | — | — | — | — | — | | Jenna Hendricks | — | — | 18,159 | — | 290,298 | | Krista A. McDonough | — | — | 5,234 | (83,650) | 176,202 | | Cedric Wilmotte | — | — | — | — | — |

  81. Fiscal 2025 Non-Qualified Deferred Compensation

    1.Commencing in January 2024 and for the duration of the calendar year, executives were unable to contribute the Deferred Compensation Plan due to the previously contemplated merger with Tapestry, Inc. 2.The Company did not make any matching contributions to the accounts of employees in the Deferred Compensation Plan in Fiscal 2025. 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.

  82. Fiscal 2025 Non-Qualified Deferred Compensation

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  83. Fiscal 2025 Non-Qualified Deferred Compensation

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION |

  84. Fiscal 2025 Non-Qualified Deferred Compensation

    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 2025. 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 2025 Compensation—Other Compensation” for a description of the Deferred Compensation Plan.

  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 2025:

  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. 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 have been payable to each of the named executive officers that were employed on the last day of Fiscal 2025 in the event of a termination of employment or change in control of the Company as of March 29, 2025 (the last day of Fiscal 2025). 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.

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

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

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

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

    Mr. Edwards and Mr. Wilmotte are omitted from the tables below because prior to the end of the fiscal year Mr. Edwards tendered his voluntary resignation and Mr. Wilmotte separated from service. Mr. Edwards was not entitled to any payments or benefits in connection with his voluntary termination. For a discussion of the actual amounts paid or payable to Mr. Wilmotte pursuant to the Wilmotte Separation Agreement, please see “—Severance Benefits—Cedric Wilmotte.”

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

    | John Idol | Voluntary Termination ($) | Retirement ($) | Disability ($) | Death ($)(3) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(1) | — | — | — | — | — | 3,780,000 | 3,780,000 | | Annual Incentive Compensation(2) | — | — | 540,000 | 540,000 | — | 540,000 | 540,000 | | Benefits | — | — | — | 5,500,000 | — | — | — | | Vesting of Annual Long-Term Incentives(4) | 7,053,580 | 7,053,580 | 7,437,940 | 7,437,940 | — | 7,053,580 | 7,437,940 | | Total | 7,053,580 | 7,053,580 | 7,977,940 | 13,477,940 | 0 | 11,373,580 | 11,757,940 | | Jenna Hendricks | Voluntary Termination ($) | Retirement ($) | Disability ($)(10) | Death ($)(10) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(5) | — | — | — | — | — | 500,000 | 1,500,000 | | Annual Incentive Compensation(6) | — | — | — | — | — | — | — | | Benefits(8) | — | — | — | — | — | 685 | 28,108 | | Vesting of Annual Long-Term Incentives(9) | — | — | 1,456,403 | 1,456,403 | — | — | 1,456,403 | | Total | 0 | 0 | 1,456,403 | 1,456,403 | 0 | 500,685 | 2,984,511 |

  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

    | Krista A. McDonough | Voluntary Termination ($) | Retirement ($) | Disability ($)(10) | Death ($)(10) | Cause ($) | By the Company Without Cause or by Executive with Good Reason ($) | By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control ($) | | Cash Severance(5) | — | — | — | — | — | 550,000 | 1,650,000 | | Annual Incentive Compensation(7) | — | — | — | — | — | 137,500 | 137,500 | | Benefits(8) | — | — | — | — | — | 22,881 | 105,532 | | Vesting of Annual Long-Term Incentives(9) | — | — | 1,456,403 | 1,456,403 | — | — | 1,456,403 | | Total | 0 | 0 | 1,456,403 | 1,456,403 | 0 | 710,381 | 3,349,435 |

  96. 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 2025 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 2024), 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 2025, the amounts presented in this row assume all accrued obligations under Mr. Idol’s employment agreement have been paid. 2.Represents payment of the annual cash incentive for Fiscal 2025 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 2025, 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.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. 4.Excludes awards that are already vested as of March 29, 2025. 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 2025 Fiscal Year End table, using $20.30 per share, which is the closing price of the Company’s ordinary shares on the NYSE on March 28, 2025 (the last business day of Fiscal 2025), and except as otherwise stated, assumes threshold performance with respect to unvested PRSUs for measurement periods that have not yet been completed as of the last day of the fiscal year. With respect to the amounts set forth under the column “By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control,” the unvested PRSU amounts reflect actual performance for measurement periods that have been completed as of the last day of the fiscal year and target performance for all measurement periods that have not yet been completed in accordance with the Incentive Plan. 5.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 2025 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 2025, the amounts presented in this row assume all accrued obligations under executive’s employment agreement or CIC Agreement, as applicable, have been paid. 6.Pursuant to the terms of Ms. Hendricks letter agreement with the Company, dated November 14, 2024, Ms. Hendricks was not entitled to the annual cash incentive for Fiscal 2025 and therefore no payment would be owed to Ms. Hendricks upon a termination by the Company without Cause or by executive for Good Reason. See “Compensation Discussion and Analysis—Executive Summary—Terminated Merger Agreement—Letter Agreement with Ms. Hendricks.” 7.Represents payment of the annual cash incentive for Fiscal 2025 which Ms. McDonough is entitled to pursuant to her employment agreement upon a termination by the Company without Cause or by executive for Good Reason, and reflects the portion of Ms. McDonough’s target retention bonus that was unpaid as of the last day of Fiscal 2025. See “Compensation Discussion and Analysis—Executive Summary—Terminated Merger Agreement—Special Retention Awards.”

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

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

    | EXECUTIVE COMPENSATION | TABLE OF CONTENTS |

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

    8.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, 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 2025. 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. 9.Excludes awards that are already vested as of March 29, 2025. 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 2025 Fiscal Year End table, using $20.30 per share, which is the closing price of the Company’s ordinary shares on the NYSE on March 28, 2025 (the last business day of Fiscal 2025), and except as otherwise stated, assumes threshold performance with respect to unvested PRSUs for measurement periods that have not yet been completed as of the last day of the fiscal year. With respect to the amounts set forth under the column “By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control,” the unvested PRSU amounts reflect actual performance for measurement periods that have been completed as of the last day of the fiscal year and target performance for all measurement periods that have not yet been completed in accordance with the Incentive Plan. 10.Assumes termination due to death or disability occurs prior to any change in control. 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. With respect to the amounts set forth under the columns “Disability” and “Death,” the unvested PRSU amounts reflect actual performance for measurement periods that have been completed as of the end of Fiscal 2025 and target performance for all measurement periods that have not yet been completed in accordance with the Incentive Plan.

  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

    | CEO Pay Ratio |

  102. 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 2025 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.

  103. Calculation

    | Pay Versus Performance |

  104. Pay Versus Performance Table

    Pay Versus Performance Table

  105. 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 $100 Investment Based On: | | Net (Loss) Income ($) (h)(6) | Adjusted Free Cash Flow ($) (i)(7) | | Year (a) | | | | | Total Shareholder Return ($) (f)(4) | Peer Group Total Shareholder Return ($) (g)(5) | | | | 2025 | 9,058,699 | (3,108,694) | 3,367,051 | 490,172 | 173.95 | 75.28 | (1,182,000,000) | 153,000,000 | | 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 |

  106. 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: 2025: Mr. Edwards, Ms. Hendricks, Ms. McDonough and Mr. Wilmotte 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)

  107. Pay Versus Performance Table

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  108. Pay Versus Performance Table

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  109. 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 2025 to determine CAP are shown in the table below.

  110. Pay Versus Performance Table

    | | 2025 ($) | | Summary Compensation Table Total for PEO | 9,058,699 | | 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) | 7,000,000 | | Plus Fair Value at Fiscal Year-End of Outstanding Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | 4,237,199 | | Plus / (Minus) Change in Fair Value of Outstanding and Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | (7,904,650) | | 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) | (1,499,942) | | 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 | (3,108,694) |

  111. 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 2025. |

  112. Pay Versus Performance Table

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  113. Pay Versus Performance Table

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  114. 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 2025 to determine CAP are shown in the table below.

  115. Pay Versus Performance Table

    | | 2025 ($) | | Average Summary Compensation Table Total for Non-PEO NEOs | 3,367,051 | | 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) | 1,875,008 | | Plus Fair Value at Fiscal Year-End of Outstanding Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | 1,189,458 | | Plus / (Minus) Change in Fair Value of Outstanding and Unvested Stock Options and Stock Awards Granted in Prior Fiscal Year(c) | (1,888,794) | | 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) | (302,535) | | 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 | 490,172 |

  116. 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 2025. |

  117. 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 $20.30 on the last business day of Fiscal 2025. 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 2025. 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 (loss) 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.”

  118. Pay Versus Performance Table

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  119. Pay Versus Performance Table

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  120. 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 (loss) 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 2020, which was March 27, 2020, our share price was $11.67 compared to $20.30 on the last business day of Fiscal 2025. 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 2025.

  121. Relationship Between Compensation Actually Paid and Performance Measures

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  122. Relationship Between Compensation Actually Paid and Performance Measures

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  123. 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.”

  124. Financial Performance Measures

    | Director Compensation |

  125. 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 2025, director compensation was comprised as follows:

  126. 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 international trip to Board meeting |

  127. 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. Our annual equity grants to non-employee directors are made on the date of the annual meeting of shareholders. If a non-employee director is appointed to our Board subsequent to the date of the annual meeting of shareholders, then on the date of such appointment, such director will receive a pro rata portion of the annual equity grant based on the time between such director’s date of appointment and the next annual meeting of shareholders. For Fiscal 2025, 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 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.

  128. Director Compensation Generally

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  129. Director Compensation Generally

    | DIRECTOR COMPENSATION | TABLE OF CONTENTS |

  130. 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 2025:

  131. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Share Awards ($)(1)(2) | All Other Compensation | Total ($) | | Marilyn Crouther | 169,000 | 174,987 | — | 343,987 | | Robin Freestone | 178,000 | 174,987 | — | 352,987 | | Judy Gibbons | 158,000 | 174,987 | — | 332,987 | | Mahesh Madhavan | 137,000 | 174,987 | — | 311,987 | | Stephen Reitman | 137,000 | 174,987 | — | 311,987 | | Jane Thompson | 125,000 | 174,987 | — | 299,987 | | Jean Tomlin OBE | 158,000 | 174,987 | — | 332,987 |

  132. 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 2025. 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.