Helen Vaid
ABERCROMBIE & FITCH CO /DE/About Helen Vaid
Helen Vaid (age 53) is an independent director of Abercrombie & Fitch Co. since 2023 and serves on the Compensation and Human Capital Committee. Her background spans CEO leadership at Foundry Brands, global customer leadership at Pizza Hut (Yum! Brands), and digital operations and customer experience roles at Walmart.com; she currently consults for Mayfair Equity Partners. She brings expertise in retail, omnichannel/digital commerce, marketing/branding, global/international, and technology/information security to ANF’s board .
Past Roles
| Organization | Role | Tenure | Notes/Scope |
|---|---|---|---|
| Foundry Brands | Chief Executive Officer | Jul 2021 – Feb 2023 | Later served on its board (Feb 2023 – Mar 2024) |
| Pizza Hut (Yum! Brands) | Global Chief Customer Officer | Sep 2016 – Jul 2021 | Global customer leadership across omnichannel |
| Walmart.com (Walmart, Inc.) | VP, Digital Store Operations; VP, Customer Experience | Jun 2013 – Sep 2016 | Digital operations and CX leadership |
| Mayfair Equity Partners LLP | Consultant | Nov 2023 – present | Strategic advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewart Information Services Corp. (NYSE: STC) | Director | Jul 2023 – present | Audit Committee; Compensation Committee |
| Groupon, Inc. (Nasdaq: GRPN) | Director (prior) | Apr 2020 – Jun 2023 | Prior public company board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Vaid is independent under NYSE rules |
| Board tenure | Independent director since 2023 (2 years) |
| Committee assignment | Compensation and Human Capital Committee (member) |
| CHCC meetings (FY2024) | 7 meetings |
| Board meetings (FY2024) | 12 regular; 3 special |
| Executive sessions (FY2024) | 7 sessions of non-associate directors |
| Attendance | Each director attended ≥75% of aggregate Board + committee meetings |
| Governance policies | Declassified board; majority voting with resignation policy; proxy access; separate Chair/CEO; robust ownership guidelines; executive sessions; overboarding limits |
- CHCC remit includes CEO pay evaluation, approving incentive metrics, director pay recommendations, human capital oversight, succession planning, and consultant independence assessments .
- Compensation program risk assessment concluded no material adverse risk; features include caps, clawbacks, and stock ownership guidelines .
- Clawback policy complies with Dodd-Frank/SEC/NYSE; includes mandatory recoupment for restatements and enhanced cause-related triggers (e.g., misconduct, policy breaches, fraud) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer (non-associate directors) | $80,000 | Program-level |
| CHCC member cash retainer | $12,500 | Program-level |
| FY2024 cash fees (Helen Vaid) | $92,500 | Actual paid |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual RSU grant (program) | Annual meeting date | N/A | $150,000 | Fully vests on earlier of 1 year or next annual meeting; accelerated on death/disability/change-of-control termination |
| RSUs (Helen Vaid FY2024) | Jun 12, 2024 | 780 RSUs | $150,025 (per-share $192.34) | Vests per program; outstanding as of Feb 1, 2025 |
- Directors may elect to defer retainers and RSU settlement into a deferred stock unit account under the Directors’ Deferred Compensation Plan; distributions per elections, with lump-sum on change of control .
Other Directorships & Interlocks
| Company | Sector/Overlap with ANF | Interlock/Conflict Notes |
|---|---|---|
| Stewart Information Services (STC) | Title insurance (low overlap with specialty retail) | No related person transactions disclosed for FY2024 |
| Groupon (prior) | Online marketplace | Prior role; independence affirmed; no conflicts disclosed |
- ANF’s Related Person Transaction Policy is administered by the Nominating Committee; none reported for FY2024 .
- Directors must notify the Board prior to changes in employment/board service; potential conflicts can trigger resignation consideration .
Expertise & Qualifications
- Public company board experience; CEO experience; retail; omnichannel/digital commerce; marketing/branding; global/international; technology/information security .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 5,072 shares; <1% of class |
| Shares issuable within 60 days (RSU vest by Jun 13, 2025) | 780 shares |
| Outstanding RSUs (as of Feb 1, 2025) | 780 |
- Stock ownership guidelines: non-associate directors must hold 5x annual cash retainer; includes direct/household holdings, trusts, unvested RSUs, and deferred units; 50% net-share retention until guideline met .
- Compliance status: at the FY2024 review, all executive officers and non-associate directors had satisfied, were on track, or complied via retention requirement .
- Anti-hedging and anti-pledging: directors are prohibited from hedging or pledging ANF securities; comprehensive insider trading policy applies .
Governance Assessment
- Board effectiveness: Vaid adds deep omnichannel and customer expertise and serves on CHCC, a critical committee for pay-for-performance and human capital oversight; CHCC met 7 times, indicating active engagement .
- Independence and attendance: Independent under NYSE rules; attended ≥75% of meetings (Board+committee), supporting reliability of oversight .
- Alignment: Director pay mix skews to equity (RSUs) with ownership guidelines and retention requirements; RSUs vest on annual cadence with change-of-control protections, aligning with long-term shareholder value .
- Conflicts/related parties: No related person transactions in FY2024; strict RPT policy and change-notice requirements mitigate conflict risk; anti-hedging/pledging further supports alignment .
- Shareholder signals: Say-on-pay support of 97.1% in 2024 indicates broad investor confidence in compensation governance overseen by CHCC .
Red flags: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing; monitor external consultancy (Mayfair) for any future transactions involving ANF under the RPT policy framework .