Kerrii Anderson
ABERCROMBIE & FITCH CO /DE/About Kerrii B. Anderson
Independent director of Abercrombie & Fitch Co. since 2018; age 67. Currently serves as Chair of the Audit and Finance Committee, and as a member of the Nominating and Board Governance Committee and the Executive Committee. Former President and CEO of Wendy’s International, Inc. (2006–2008). She completed the NACD Cyber‑Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight (Jan 2022).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wendy’s International, Inc. | President & Chief Executive Officer | Nov 2006 – Sep 2008 | Led until merger forming Wendy’s/Arby’s Group, Inc. |
External Roles
| Company | Ticker | Committees / Roles | Tenure |
|---|---|---|---|
| Labcorp Holdings, Inc. (global life sciences) | LH | Audit Committee; Nominating & Corporate Governance Committee | May 2006 – present |
| Worthington Enterprises, Inc. (industrial manufacturing) | WOR | Audit Committee (Chair); Compensation Committee; Executive Committee | Sep 2010 – present |
| The Sherwin‑Williams Company (paint/coatings) | SHW | Compensation & Management Development Committee (Chair); Nominating & Corporate Governance Committee | Apr 2019 – present |
Board Governance
- Committee assignments: Audit and Finance Committee (Chair); Nominating and Board Governance Committee; Executive Committee. Audit Committee met 9 times in Fiscal 2024; Nominating Committee met 4 times; Executive Committee did not meet in Fiscal 2024.
- Independence: Determined independent under NYSE rules; Board found no relationships inconsistent with independence.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in Fiscal 2024; Board held 12 regular and 3 special meetings; independent directors held 7 executive sessions. All incumbent directors standing for re‑election attended the 2024 Annual Meeting.
- Board leadership: Roles of Chair and CEO are separated; independent Chair (Nigel Travis) leads executive sessions and Board process.
- Overboarding policy: Max three other public company boards; Audit Committee members may serve on no more than two other public company audit committees. Anderson serves on three other boards and two other audit committees, within ANF policy.
- Cybersecurity oversight: Audit Committee oversees cybersecurity risk; Anderson holds NACD/CERT cyber oversight credential.
Fixed Compensation
| Fiscal 2024 Cash Components | Amount ($) | Notes |
|---|---|---|
| Non‑associate director annual cash retainer | 80,000 | Program level |
| Audit Committee Chair retainer | 40,000 | Anderson is Audit Chair |
| Nominating & Board Governance Committee member retainer | 12,500 | Anderson is NBGC member |
| Executive Committee member retainer | 12,500 | Anderson is EC member |
| Total cash fees (reported) | 145,000 | As disclosed in Director Compensation Table |
Performance Compensation
| Equity Grant Detail (Director) | Value |
|---|---|
| Annual RSU grant (grant date fair value) | 150,025 |
| Grant date and shares | 780 RSUs on Jun 12, 2024 |
| Grant date price basis | $192.34 per RSU (GAAP FV basis) |
| Vesting | Fully vests on earlier of one year from grant or next annual meeting; earlier vesting on death/disability or change of control |
| Performance metrics | Not applicable; director equity is time‑based RSUs (no PSUs/TSR conditions) |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Other public company boards | LH; WOR; SHW (committee roles noted above) |
| Potential interlocks/conflicts | Board determined independence; no related person transactions in Fiscal 2024. |
| Overboarding audit committee limit | ≤2 other audit committees for ANF Audit members; Anderson serves on two (Labcorp, Worthington), within policy. |
Expertise & Qualifications
- Finance, audit, and accounting; corporate governance; risk management; technology and information security; retail; supply chain. NACD/CERT Cybersecurity Oversight certificate (Jan 2022).
Equity Ownership
| Item | Shares | % of Class | Notes |
|---|---|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 41,450 | * | |
| RSUs issuable within 60 days (by Jun 13, 2025) | 780 | — | Included in Rule 13d‑3 calculation footnote |
| Outstanding RSUs (as of Feb 1, 2025) | 780 | — | Directors’ Outstanding RSUs table |
| Deferred stock units credited (bookkeeping account) | 3,055 | — | Directors’ Deferred Compensation Plan; economic interest noted |
| Ownership guideline | 5× annual cash retainer for non‑associate directors; retention of 50% net shares until met | — | All directors either satisfied, on track, or compliant via retention at FY2024 review |
| Anti‑hedging/pledging | Prohibited for directors under Insider Trading Policy and governance practices | — | Policy applies during and after service |
Governance Assessment
- Strengths:
- Deep audit and risk oversight; Audit & Finance Chair overseeing financial reporting, ERM, IT/cybersecurity; committee met 9 times, indicating robust engagement.
- Strong independence posture; no related person transactions; Board affirmed independence.
- Stock ownership alignment via 5× retainer guideline and share retention; prohibited hedging/pledging, supporting investor alignment.
- Demonstrated governance credentials (NACD/CERT cyber certificate) and multi‑sector board experience beneficial for risk oversight.
- Board processes: separated Chair/CEO; regular executive sessions; comprehensive annual evaluations with third‑party facilitation.
- Watch items (not red flags):
- Workload: service on three other public boards and two external audit committees reaches ANF’s limits; continued monitoring of attendance and engagement advisable (ANF disclosure shows ≥75% attendance in FY2024).
- Executive Committee membership (no meetings FY2024) implies limited incremental oversight via EC; primary engagement is via Audit and NBGC.
Overall signal: Anderson’s audit chair role, cyber oversight credential, and compliance with stringent ownership and anti‑hedging policies support investor confidence in ANF’s governance and financial oversight.