Nigel Travis
ABERCROMBIE & FITCH CO /DE/About Nigel Travis
Nigel Travis, age 75, is the independent Chairperson of Abercrombie & Fitch Co.’s Board, serving since the conclusion of Fiscal 2022 and a director since 2019. He currently chairs ANF’s Executive Committee; previously he chaired the Nominating & Board Governance Committee (May 2020–Jan 2023) and served on the Audit & Finance Committee (Feb 2019–Jan 2023). Travis is the former CEO (2009–2018) and Executive Chairman (2013–2018) of Dunkin’ Brands, with deep retail, governance, and global operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dunkin’ Brands Group, Inc. | Chief Executive Officer | Jan 2009–Jul 2018 | CEO experience in global QSR; brand/marketing and supply chain expertise |
| Dunkin’ Brands Group, Inc. | Executive Chairman | May 2013–Dec 2018 | Board leadership; governance and strategy oversight |
| Dunkin’ Brands Group, Inc. | Non-Executive Chairman of the Board | Jan 2019–Dec 2020 | Chair of board post-CEO transition |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Advance Auto Parts, Inc. (NYSE: AAP) | Director | Aug 2018–May 2023 | Compensation; Nominating & Corporate Governance (Chair) |
| Office Depot, Inc. (n/k/a The ODP Corporation) (Nasdaq: ODP) | Director | Mar 2012–May 2020 | Audit; Compensation |
| Current public company boards | — | — | None disclosed for current period |
Board Governance
- ANF separates Chair and CEO; Travis, as independent Chair, presides over Board and executive sessions and manages agendas, succession planning, and board evaluations per Corporate Governance Guidelines .
- Current committee roles: Executive Committee Chair; the Executive Committee did not meet in Fiscal 2024 .
- Board met 12 regular and 3 special meetings in Fiscal 2024; each director attended at least 75% of Board and committee meetings; independent directors held seven executive sessions .
- Independence: all nine non-associate directors are independent under NYSE standards; Travis is independent .
Fixed Compensation
| Element | FY 2024 Amount | Details |
|---|---|---|
| Annual cash retainer (non-associate director) | $80,000 | Paid quarterly in arrears |
| Committee cash retainer – Executive/Nominating/ESG (Chair/Member) | $25,000 / $12,500 | Audit Committee: $40k Chair / $25k Member; Compensation Committee: $30k Chair / $12.5k Member |
| Chairperson of the Board – additional cash retainer | $100,000 | Unchanged vs prior year |
| Travis – total fees earned (cash) | $205,000 | Comprises base + Executive Committee Chair + Chairperson cash retainer |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSUs (non-associate directors) | Jun 12, 2024 | 780 | $150,025 (at $192.34 per RSU) | Fully vests on earlier of 1-year anniversary or next annual meeting; accelerated on death/disability/change of control |
| Chairperson additional RSUs (Travis) | Jun 12, 2024 | 520 | $100,017 | Fully vests on earlier of 1-year anniversary, next annual meeting, or first date not serving as Chair (pro-rated); accelerated on death/disability/change of control |
No stock options or PSUs are disclosed for directors; RSUs are time-based and aligned to annual service .
Other Directorships & Interlocks
| Potential Interlock/Transaction | Disclosure |
|---|---|
| Related person transactions | Fiscal 2024: none; FMR LLC affiliate services are arm’s-length and unrelated to its ownership |
| Shared boards with ANF customers/suppliers | Not disclosed |
Expertise & Qualifications
- Public company board chair and CEO experience; retail, branding, global/international exposure; finance/audit, technology & information security, risk management, corporate governance, supply chain .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | RSUs Issuable within 60 days | Outstanding RSUs (as of Feb 1, 2025) |
|---|---|---|---|---|
| Nigel Travis | 21,100 | <1% | 1,300 | 1,300 |
- Director stock ownership guidelines: non-associate directors must hold 5x annual cash retainer; at FY 2024 review, all executive officers and non-associate directors were compliant or on track/retention-compliant .
- Insider policy: hedging and pledging of Company securities are prohibited for directors; anti-derivative transactions ban noted .
Say‑on‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation (FY ended Feb 1, 2025) | 37,077,910 | 776,543 | 42,192 | 4,282,340 |
- Compensation program oversight: independent compensation consultant retained; director program reviewed against peer group—FY 2024 average director pay within competitive median range; no changes recommended .
Governance Assessment
- Strong independent leadership: Chair/CEO separation, independent Chair with defined duties across agendas, succession, and evaluations enhances oversight and board effectiveness .
- Engagement and attendance: Board held 15 meetings (12 regular, 3 special) with seven executive sessions; each director met at least 75% attendance, supporting robust governance processes .
- Alignment through equity and ownership: Annual RSUs (plus Chair RSUs) and 5x retainer ownership guideline—Travis holds 21,100 shares with 1,300 RSUs vesting within 60 days; anti-hedging/pledging policies reinforce alignment and risk control .
- Compensation structure: Cash retainer ($80k), committee retainers, and Chair add-ons ($100k cash + $100k RSUs) are transparent; no options or PSUs for directors reduce risk of misaligned incentives; perquisites < $10k for directors .
- Clawback and best practices: Company-wide clawback policy compliant with Dodd‑Frank; broader voluntary clawbacks and no excise tax gross‑ups, no repricing, and prohibition of derivative hedging are shareholder‑friendly .
- Conflicts and related parties: No related person transactions in FY 2024; codified process for handling potential conflicts and job changes; mitigates conflict risk .
- Shareholder support: 2025 say‑on‑pay approved; vote tallies indicate broad support of compensation policies .
RED FLAGS: None disclosed regarding related‑party transactions, pledging, hedging, option repricing, or low attendance. Executive Committee did not meet in FY 2024 (consistent with its exigent‑use mandate), not a red flag per se .