Andrew Clarke
ABERCROMBIE & FITCH CO /DE/About Andrew Clarke
Andrew Clarke, age 52, was appointed as an independent director of Abercrombie & Fitch Co. in August 2024 and currently serves on the Compensation and Human Capital Committee; his committee appointment occurred in November 2024 and his board tenure is shown as 0.5 years in the proxy nominee summary . Clarke is Global President of Mars Snacking, Mars, Inc. (since September 2018), and previously served as Global Chief Marketing & Customer Officer at Mars (2016–2018) with earlier leadership roles across Europe and Latin America (2000–2016); he holds no other public company directorships per the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mars, Inc. | Global President, Mars Snacking | Sep 2018–present | Oversees global portfolio of snack brands |
| Mars, Inc. | Global Chief Marketing & Customer Officer | Jul 2016–Sep 2018 | Led global marketing and customer functions |
| Mars, Inc. | Sales/general management/regional roles (Europe, Latin America) | Jul 2000–Jul 2016 | Progressive leadership across geographies |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Other Public Company Boards | None | N/A | N/A |
Board Governance
- Committee assignments: Compensation and Human Capital Committee (CHCC) member; appointed to CHCC in November 2024 after joining the Board .
- CHCC activity: Met 7 times in Fiscal 2024; committee members are independent under NYSE and SEC rules; CHCC chair is Helen E. McCluskey .
- Independence: Board determined Clarke (and eight other of ten directors) qualifies as independent with no relationships inconsistent with NYSE independence standards; no family relationships among current directors and executive officers .
- Attendance and engagement: The Board held 12 regularly scheduled meetings and 3 special meetings; non-associate directors held 7 executive sessions; each director attended at least 75% of aggregate Board and committee meetings during Fiscal 2024 .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $38,805 | Clarke’s FY2024 cash fees; stock awards not granted due to appointment after 2024 Annual Meeting . |
| Non-associate director annual cash retainer (program) | $80,000 | Paid quarterly; cash retainers pro-rated for partial-year service . |
| CHCC member retainer (program) | $12,500 | Paid quarterly; committee chair retainer is $30,000 (for reference) . |
Performance Compensation
| Item | Detail | Andrew Clarke FY2024 | Vesting/Terms |
|---|---|---|---|
| Annual director RSU grant | 780 RSUs; grant date fair value $150,000; based on $192.34 closing price adjusted for dividends | Not granted (appointed after 2024 Annual Meeting) | Vests on earlier of 1-year from grant or next annual meeting; earlier vesting upon death/total disability or termination of service in connection with change of control . |
| Directors’ Outstanding RSUs (as of Feb 1, 2025) | Program inventory | 0 | RSU counts for other directors shown; Clarke listed with “—” (none) . |
| Performance metrics | None for director equity; RSUs are time-based | N/A | Time-based vesting per program description . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None . |
| Interlocks/conflicts | Board independence determination notes no relationships inconsistent with independence; RPT policy governs screening and approval of any related person transactions . |
| Family relationships | None among current directors/officers . |
| Time-commitment guardrails | Corporate Governance Guidelines limit directors to ≤3 public company boards (ex-ANF); audit committee service limits also set; not binding for Clarke currently . |
Expertise & Qualifications
- Retail; Omnichannel & Digital Commerce; Marketing/Branding; Global/International; Supply Chain; Corporate Governance; Risk Management; Environmental & Social .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | — | Apr 14, 2025 | Listed as “—” in beneficial ownership table; percent of class “*”（less than 1%） . |
| Shares issuable within 60 days via RSU vesting | — | By Jun 13, 2025 | No RSUs scheduled to vest within 60 days for Clarke . |
| Outstanding RSUs | — | Feb 1, 2025 | No outstanding RSUs at period-end . |
| Stock ownership guideline (directors) | 5x annual cash retainer | Policy | Applies to non-associate directors; includes direct/indirect holdings, unvested RSUs, and deferred units . |
| Compliance status snapshot | All directors either satisfied, on-track, or compliant via retention requirement at FY2024 review | Policy-level disclosure | Company-wide status; individual compliance timing not specified . |
| Hedging/Pledging | Program avoids derivatives/hedging and pledging of equity securities | Policy | Compensation program best practices disclosure . |
Governance Assessment
- Positive signals: Independence affirmed; no family relationships and no relationships inconsistent with NYSE independence; robust RPT policy; CHCC independence; regular executive sessions (7) indicating active non-management oversight .
- Engagement: CHCC met 7 times; Board 15 total meetings; each director ≥75% attendance, supporting committee effectiveness and board engagement .
- Alignment watchpoints: Clarke had no beneficial ownership and no outstanding RSUs at FY2024 year-end due to appointment timing; directors are subject to a 5x cash retainer ownership guideline and company reports directors as satisfied/on-track/compliant or otherwise compliant via retention policy at the FY2024 review .
- Program structure: Director compensation mix emphasizes retainer plus time-based RSUs (no performance metrics); company-wide practices avoid hedging/pledging, maintain ownership guidelines, and implement clawback policies for incentive compensation (executives) .