James Goldman
ABERCROMBIE & FITCH CO /DE/About James A. Goldman
James A. Goldman (age 66) is an independent director of Abercrombie & Fitch Co. since 2020. He currently chairs the Nominating and Board Governance Committee (NBGC) and serves on the Compensation and Human Capital Committee (CHCC) and the Executive Committee (EC). Goldman is the former President & CEO of Godiva (2004–2014) and former President, Food & Beverage Division at Campbell Soup Company (2001–2004), and has extensive consumer, brand, and governance credentials. He also serves on the board of Domino’s Pizza, Inc. (Audit Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Godiva Chocolatier, Inc. | President, CEO, and Director | Feb 2004 – May 2014 | Led global premium retail brand; CEO experience cited by ANF for board skills . |
| Campbell Soup Company | President, Food & Beverage Division | Sep 2001 – Feb 2004 | Senior operating role in branded consumer packaged goods . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frontenac (Private Equity) | Senior Advisor and Chairman1st Partner | Dec 2024 – present | PE advisory/leadership role . |
| Eurazeo SE | Senior Advisor | Dec 2016 – present | Represents Eurazeo on three private portfolio company boards (Q Mixers, Waterloo Sparkling Water, Dewey’s Bakery) . |
| Q Mixers (Private) | Board representative (Eurazeo) | Apr 2019 – present | Portfolio company board service . |
| Waterloo Sparkling Water Corp. (Private) | Board representative (Eurazeo) | Sep 2020 – present | Portfolio company board service . |
| Dewey’s Bakery (Private) | Board representative (Eurazeo) | Oct 2020 – present | Portfolio company board service . |
| Domino’s Pizza, Inc. (NYSE: DPZ) | Independent Director | Mar 2010 – present | Audit Committee member . |
Board Governance
- Committee assignments at ANF: Chair, NBGC; Member, CHCC; Member, EC .
- Independence: The Board determined nine of ten current directors are independent under NYSE rules, including James A. Goldman; no disqualifying commercial/other relationships; no family relationships among current directors and officers .
- Attendance and engagement: In FY2024, the Board held 12 regular and 3 special meetings; non‑associate directors met in seven executive sessions; each director attended at least 75% of aggregate Board and applicable committee meetings .
- Committee activity levels (FY2024): CHCC met 7 times ; NBGC met 4 times ; EC did not meet .
- Board evaluation: NBGC oversaw an independent third‑party assessment of Board and committee effectiveness, with results discussed in Q1 FY2025 and feedback incorporated .
- CHCC independence and process: All CHCC members meet enhanced NYSE/SEC independence standards; CHCC retains an independent compensation consultant; robust governance practices include clawbacks, ownership guidelines, no hedging/pledging .
Fixed Compensation (Director – Fiscal 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 130,000 |
| Stock Awards (grant-date fair value) | 150,025 |
| Total | 280,025 |
Notes: Non-associate directors (then serving) received RSUs covering 780 shares on June 12, 2024 (2024 Annual Meeting) with grant-date value computed at $192.34 per RSU; one-year vesting. Awards remained outstanding at Feb 1, 2025 .
Performance Compensation (Director Equity Awards)
| Grant Date | Instrument | Shares | Grant-Date Fair Value per Share | Total Grant-Date FV | Vesting |
|---|---|---|---|---|---|
| Jun 12, 2024 | RSUs | 780 | $192.34 | $150,025 | One-year vesting; outstanding as of Feb 1, 2025 |
Director equity is time-based (no performance metric overlay disclosed for director RSUs) .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee(s) | Since |
|---|---|---|---|---|
| Domino’s Pizza, Inc. | NYSE (DPZ) | Director | Audit Committee | Mar 2010 |
- Independence and conflicts: ANF discloses no related person transactions for FY2024; NBGC administers the Related Person Transaction Policy; directors must pre-notify for new board roles or status changes, with NBGC empowered to address conflicts .
- Independence determination explicitly found no relationships inconsistent with independence for Goldman .
Expertise & Qualifications
- Public company board and CEO experience; retail; marketing/branding; corporate governance; finance/audit/accounting; global/international; supply chain, as cited in ANF’s skills matrix for Goldman .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 12,637 shares; <1% of class |
| Shares issuable within 60 days (RSUs vesting by Jun 13, 2025) | 780 |
| Outstanding RSUs (as of Feb 1, 2025) | 780 |
| Deferred compensation plan credits (director bookkeeping account) | 3,771 shares (not included in beneficial ownership table) |
| Stock ownership guideline (non-associate directors) | 5x annual cash retainer |
| Compliance status (company-level) | All executive officers and non-associate directors had satisfied, were on track, or were otherwise compliant with retention requirements at the FY2024 review |
| Hedging/Pledging policy | Hedging and pledging of company equity prohibited for directors |
Governance Assessment
- Board effectiveness and independence: Goldman chairs NBGC (governance, board refreshment, evaluations, RPT oversight) and sits on CHCC; independence affirmed under NYSE rules; Board conducted a third‑party evaluation—positive indicators for governance rigor .
- Engagement: Board/committee cadence (15 total Board meetings; CHCC 7; NBGC 4; EC none) and at least 75% attendance for each director, plus seven executive sessions, signal active oversight .
- Pay and alignment: Director pay mix balances cash retainer and time-vested RSUs; robust ownership guideline (5x retainer), and prohibitions on hedging/pledging promote alignment. Company-level say‑on‑pay support was strong at 97.1% in 2024, reinforcing shareholder confidence in compensation governance .
- Conflicts/related parties: FY2024 related person transactions—none; NBGC oversees RPT policy and pre-clearance of potential conflicts. Monitoring item: breadth of outside commitments (DPZ plus PE advisory roles and multiple private boards) warrants ongoing oversight for time commitment and potential future related-party exposure; no such conflicts disclosed by ANF and independence affirmed .
- Compensation committee process: CHCC independence and use of an independent compensation consultant, plus clawback and ownership policies, mitigate compensation risk; Goldman is a signatory on the CHCC report .
No RED FLAGS identified in ANF’s disclosures for FY2024 regarding attendance, related-party transactions, hedging/pledging, or say-on-pay results. Monitoring item: ensure continued independence and RPT screening given Goldman’s PE affiliations and external board roles; ANF’s NBGC/RPT framework is in place to manage this .
Citations:
- Director biography, roles, committees, other public company board:
- Board/committee structure, meetings, executive sessions, attendance:
- Director compensation table and RSU grant details:
- Beneficial ownership and deferred credits:
- Ownership guidelines and compliance status:
- Independence and related-person transaction policy/results:
- Board evaluation (third-party):
- Say-on-pay support:
- CHCC report signature (members):