Helen McCluskey
ABERCROMBIE & FITCH CO /DE/About Helen E. McCluskey
Helen E. McCluskey (age 70) is an independent director of Abercrombie & Fitch Co. since 2019. She chairs the Compensation and Human Capital Committee (CHCC) and serves on the Audit and Finance Committee (AFC) and Executive Committee (EC), and is designated a financial expert on the AFC, reflecting deep operating and governance experience in retail and apparel . Background includes CEO and COO roles at The Warnaco Group and a post‑acquisition board seat at PVH; current external role is Chair of the Board at Signet Jewelers Limited. Education was not disclosed in the proxy materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Warnaco Group, Inc. | Chief Executive Officer; previously Chief Operating Officer | CEO: Feb 2012–Feb 2013; COO: Sep 2010–Feb 2012 | Led global apparel operations across intimate apparel, sportswear, swimwear |
| PVH Corporation | Director (following acquisition of Warnaco) | Feb 2013–Jun 2014 | Board service during integration period |
| Dean Foods Company | Director | Nov 2015–May 2020 | Audit Committee member |
| Avon Products, Inc. | Director | Jul 2014–Jan 2020 | Compensation & Management Development Committee Chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Signet Jewelers Limited (NYSE: SIG) | Chair of the Board | Aug 2013–present | Former Governance & Technology Committee Chair; previously Finance Committee; became Board Chair after June 2024 annual meeting |
Board Governance
- Committees: CHCC Chair; AFC member (financial expert); EC member .
- Attendance and engagement: Board held 12 regular and 3 special meetings in FY2024; each director attended at least 75% of board and committee meetings; non‑associate directors met in seven executive sessions without management .
- Committee cadence: AFC met 9 times; CHCC met 7 times; EC did not meet in FY2024—reducing EC time commitment .
- Independence: Board determined McCluskey (and nine of ten current directors) is independent under NYSE rules, with no relationships inconsistent with independence; no family relationships among directors/officers .
- Related‑party transactions: Company maintains a formal RPT policy; potential transactions reviewed by the Nominating Committee; no related person concerns disclosed for McCluskey .
Fixed Compensation
| Component | FY2024 Amount ($) | Basis/Notes |
|---|---|---|
| Annual director cash retainer | 80,000 | Standard non‑associate director retainer |
| Compensation Committee – Chair fee | 30,000 | Chair retainer ; McCluskey is CHCC Chair |
| Audit & Finance Committee – Member fee | 25,000 | Member retainer ; McCluskey is AFC member |
| Executive Committee – Member fee | 12,500 | Member retainer ; McCluskey is EC member |
| Total Fees Earned (cash) | 147,500 | Reported in FY2024 director compensation table |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant‑Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Jun 12, 2024 (Annual Meeting) | RSUs | 780 | 150,025 | Fully vests at earlier of one year or next annual meeting; earlier vesting upon death/disability or termination of service in connection with change of control |
- Annual RSU policy for directors: Target grant date fair value $150,000; granted at annual meeting; time‑based vesting as above .
- Program features: Directors may elect deferral of cash retainers and RSUs into deferred stock units; dividend equivalents credited; distributions per election, with lump‑sum upon change in control .
- Broader governance features overseen by CHCC: clawback policy; robust stock ownership guidelines; prohibition on pledging and derivatives/hedging; double‑trigger equity vesting upon change of control noted in compensation program best practices .
Other Directorships & Interlocks
| Company | Relationship to ANF | Potential Interlock/Conflict Assessment |
|---|---|---|
| Signet Jewelers Limited | Retailer of diamond jewelry | Distinct retail category; not disclosed as a supplier/customer/competitor to ANF; board leadership experience adds governance depth; no related‑party exposure disclosed |
| Dean Foods; Avon Products; PVH (prior boards) | Food/beverage; beauty; apparel | No ANF related‑party transactions disclosed; prior roles strengthen audit/compensation oversight expertise |
Expertise & Qualifications
- Public company board experience; CEO experience; Retail/Apparel; Marketing/Branding; Global/International; Supply Chain; Finance, Audit & Accounting; Risk Management—aligned to ANF’s strategy and risk oversight needs .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | RSUs Outstanding (as of Feb 1, 2025) | Shares Issuable within 60 days (from Apr 14, 2025) |
|---|---|---|---|---|
| Helen E. McCluskey | 34,750 | <1% | 780 | 780 |
- Stock ownership guidelines: Non‑associate directors must hold 5× annual cash retainer; at FY2024 review, all executive officers and non‑associate directors had satisfied, were on track, or were otherwise compliant (subject to retention requirements until met) .
- Anti‑hedging/pledging: Company avoids derivatives or hedging of equity and pledging of equity securities as program best practices .
- Deferred compensation: Directors’ Deferred Compensation Plan available; no specific deferral election disclosed for McCluskey .
Governance Assessment
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Board effectiveness: As CHCC Chair and AFC financial expert, McCluskey anchors both pay and financial oversight. CHCC met 7 times; AFC met 9 times—indicative of active governance cadence .
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Independence and conflicts: Explicit independence determination and absence of related‑party relationships support investor confidence; RPT policy provides structured oversight .
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Pay alignment and shareholder support: Director pay mix is balanced (FY2024 cash $147,500, equity RSUs $150,025), with time‑based equity to align interests; Say‑on‑Pay for NEOs received 97.1% support in 2024, signaling broad shareholder confidence in compensation governance under CHCC leadership .
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Ownership alignment: Beneficial ownership plus RSUs and guideline compliance reinforce alignment; anti‑hedging/pledging policies reduce misalignment risks .
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RED FLAGS:
- None disclosed on related‑party transactions, hedging/pledging, attendance shortfalls, or director‑specific pay anomalies .
- Monitoring point: Dual high‑intensity roles (ANF CHCC Chair/AFC member and Signet Board Chair) increase time commitments; no attendance or engagement concerns disclosed, but capacity should be monitored through future proxies .