Kenneth Robinson
ABERCROMBIE & FITCH CO /DE/About Kenneth B. Robinson
Kenneth B. Robinson is age 70 and has served as an independent director of Abercrombie & Fitch Co. since 2021, with four years of board tenure as of the 2025 proxy. He currently serves on the Audit and Finance Committee and the Environmental, Social, and Governance (ESG) Committee, and is designated by the Board as an “audit committee financial expert” under SEC rules. His background includes senior audit, controls, risk management, and governance roles across large, complex organizations, and he is an NACD Board Leadership Fellow, signaling governance expertise and ongoing director education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Senior Vice President, Audit and Controls | Aug 2016 – Mar 2020 | Led audit and controls for a Fortune 200 utility; oversight signaling strong controls orientation . |
| The Procter & Gamble Company | VP, Global Diversity & Inclusion | Jul 2015 – Jun 2016 | Global leadership; governance and culture lens . |
| The Procter & Gamble Company | VP, Finance; Global Internal Audit & Governance, Risk & Compliance Leader | Jul 2006 – Jun 2015 | Enterprise audit, risk, and compliance leadership . |
| The Procter & Gamble Company | Chief Audit Executive | Jul 2002 – Jun 2006 | Internal audit leadership; deep financial controls experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paylocity Holding Corp. (Nasdaq: PCTY) | Director | Mar 2020 – present | Audit Committee; Nominating & Governance Committee (Chair) . |
| Occidental Petroleum Corp. (NYSE: OXY) | Director | Feb 2023 – present | Audit Committee; Compensation Committee; Environmental, Health & Safety Committee . |
| Morgan Stanley US Banks, N.A. | Director | Aug 2015 – present | Audit Committee (Chair); Risk Committee; Nominating/Governance Committee . |
Board Governance
- Committee assignments: Member, Audit and Finance Committee (AFC); Member, ESG Committee; designated “audit committee financial expert” (with Ms. Anderson and Ms. McCluskey) .
- Committee activity and attendance:
- Audit and Finance Committee met 9 times in fiscal 2024; all members determined independent and financially literate under NYSE/SEC rules .
- ESG Committee met 3 times in fiscal 2024; members determined independent under NYSE rules .
- Board held 12 regular and 3 special meetings; non-associate directors met in executive sessions 7 times; each director attended at least 75% of board and committee meetings; all incumbent directors standing for re-election attended the 2024 Annual Meeting (virtually) .
- Independence and conflicts:
- The Board determined Robinson is independent; no disqualifying commercial, industrial, banking, consulting, legal, accounting, charitable, familial, social, or other relationships with the Company .
- Related Person Transaction Policy (RPT) is administered by the Nominating Committee; fiscal 2024 reported “None” for related person transactions, mitigating conflict risk .
- Executive sessions are presided by the Chairperson of the Board; charters reviewed annually; committee refreshment documented (e.g., Audit Committee addition of Mr. Nuñez) .
Fixed Compensation
| Component | Structure / Amount | Fiscal 2024 Actual (Robinson) |
|---|---|---|
| Annual cash retainer (non-associate director) | $80,000 (paid quarterly) | Included in fees earned . |
| Audit Committee – Member | $25,000 | Included in fees earned . |
| ESG Committee – Member | $12,500 | Included in fees earned . |
| Total fees earned or paid in cash (Robinson) | — | $117,500 . |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value per RSU | Total Grant-Date Fair Value | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs (annual director grant) | Jun 12, 2024 | 780 | $192.34 | $150,025 | Fully vests on earlier of first anniversary or next annual meeting; accelerated on death/disability or termination in connection with change of control . | None (time-based RSUs for directors; no PSU/TSR/financial metric for director grants) . |
Directors’ outstanding RSUs at Feb 1, 2025: Robinson held 780 RSUs outstanding .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Paylocity (PCTY) | Director; Chair, Nominating & Governance | Audit; Nominating & Governance (Chair) | HCM software provider; not a retail competitor; low direct conflict; RPT process at ANF mitigates related-party exposure . |
| Occidental Petroleum (OXY) | Director | Audit; Compensation; EHS | Energy E&P; no direct retail overlap; low conflict risk . |
| Morgan Stanley US Banks, N.A. | Director; Audit Chair | Audit (Chair); Risk; Nominating/Governance | Banking services could be vendor category; independence affirmed; RPT oversight and annual questionnaires address any transactions . |
Expertise & Qualifications
- Finance, audit, and accounting; risk management; technology and information security; corporate governance; environmental and social oversight; NACD Board Leadership Fellow .
- “Audit committee financial expert” designation evidences specific SEC-standard financial oversight capability .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | RSUs Issuable within 60 days of Apr 14, 2025 | Notes |
|---|---|---|---|---|
| Kenneth B. Robinson | 8,052 | <1% | 780 | Ownership as defined by Rule 13d-3; RSUs expected to vest by Jun 13, 2025 included for 60-day test; does not include any director deferred stock unit account credits for Robinson (others noted separately) . |
Stock ownership alignment policies:
- Non-associate directors must hold stock worth 5x annual cash retainer; all executive officers and non-associate directors were compliant or on track at latest review .
- Hedging and pledging of company stock are prohibited for directors and associates, supporting alignment and reducing red flags .
Governance Assessment
- Board effectiveness: Robinson contributes deep audit, controls, and risk expertise; serves on AFC and ESG committees; designated audit committee financial expert—positive for investor confidence around reporting quality, internal controls, cybersecurity oversight, and ESG governance .
- Independence and attendance: Independence affirmed; board and committee attendance met required thresholds; active executive-session cadence (7 in FY2024) enhances independent oversight .
- Compensation alignment: Director pay mix is balanced (cash retainer plus time-based RSUs). Robinson’s FY2024 compensation totaled $267,525, with $117,500 cash and $150,025 equity; RSUs vest on a short cycle aligned to the annual meeting, creating near-term alignment without performance risk migration typical of PSUs (appropriate for directors) .
- Conflicts and related-party exposure: No related person transactions in FY2024; robust RPT Policy and annual questionnaires mitigate risk; external roles are in non-competing sectors, minimizing interlocks risk for retail operations .
- RED FLAGS: None observed—no pledging, no hedging, independence affirmed, attendance adequate, and no related-party transactions reported .