Susie Coulter
ABERCROMBIE & FITCH CO /DE/About Susie Coulter
Independent director since 2020 (age 59), Coulter chairs ANF’s Environmental, Social, and Governance Committee and serves on the Nominating and Board Governance Committee. She is Founder of Arq Botanics (2021–present), and previously led Victoria’s Secret Beauty (President, 2012–2016) and Polo Ralph Lauren Retail Stores (President, 2007–2012). She holds NACD Directorship Certification and serves on the Fossil Group board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arq Botanics LLC | Founder (CEO) | Jan 2021–present | Personal care start-up leadership |
| Bronty Beauty LLC | Co-Founder & CEO | Jan 2017–Dec 2020 | Beauty start-up leadership |
| Victoria’s Secret Beauty (L Brands) | President, Beauty | Nov 2012–Mar 2016 | P&L and brand leadership |
| Polo Ralph Lauren Retail Stores | President | Nov 2007–Oct 2012 | Retail operations leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Fossil Group, Inc. (Nasdaq: FOSL) | Director | Dec 2022–present | Nominating & Corporate Governance; Strategic Planning |
Board Governance
- Committee assignments: Chair, Environmental, Social, and Governance Committee; Member, Nominating and Board Governance Committee.
- Independence: Board determined Coulter is independent under NYSE rules; nine of ten ANF directors are independent.
- Attendance and engagement: In FY2024, the Board held 12 regular meetings and 3 special meetings; non-associate directors met in 7 executive sessions. Each director attended at least 75% of aggregate Board and committee meetings.
- Board refreshment context: Coulter is among five independent directors added since the beginning of FY2020 as part of multi-year board refreshment.
Fixed Compensation
| Component | FY2024 Amount/Terms | Notes |
|---|---|---|
| Non-associate director annual cash retainer | $80,000 | Standard program |
| Committee cash retainers (Chair/Member) | Audit: $40,000/$25,000; Compensation: $30,000/$12,500; Nominating, ESG, or Executive: $25,000/$12,500 | Paid quarterly in arrears |
| Annual RSU grant (directors) | $150,000 grant date fair value | Granted on annual meeting date; 1-year vest or next annual meeting, with earlier vesting on death/disability or upon change in control termination |
| Director | FY2024 Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Susie Coulter | 113,070 | 150,025 | 263,095 |
- Deferral elections: Coulter deferred her entire FY2024 cash retainer under the Directors’ Deferred Compensation Plan.
- FY2024 RSU grant details: 780 RSUs granted on June 12, 2024 (grant date fair value $192.34 per RSU), scheduled to fully vest by the earlier of first anniversary or next annual meeting; 780 RSUs outstanding as of Feb 1, 2025.
Performance Compensation
| Element | Existence | Structure/Metric |
|---|---|---|
| Annual director cash bonus | None reported in FY2024 | Director compensation table lists only fees and stock awards (RSUs) |
| Performance-based equity (e.g., PSUs) for directors | None reported in FY2024 | Annual director equity is time-based RSUs per program |
| Vesting/Acceleration terms | Time-based; standard early vesting on death/disability; pro forma on change of control as specified | See annual RSU program terms |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Fossil Group, Inc. (FOSL) | Accessories/Lifestyle | Director | No related-party transactions disclosed; ANF’s RPT Policy overseen by Nominating Committee; FY2024 related person transactions: none. |
Expertise & Qualifications
- Public company board experience; CEO experience; Retail/Apparel; Omnichannel and Digital Commerce; Marketing/Branding; Global/International; Environmental and Social; Risk Management; Supply Chain; Corporate Governance; NACD Directorship Certification (Feb 2023).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 7,185 shares; <1% of class. |
| Shares issuable within 60 days (RSU vesting by Jun 13, 2025) | 780 shares included in beneficial ownership presentation of near-term issuables. |
| Outstanding RSUs (as of Feb 1, 2025) | 780 RSUs. |
| Deferred stock units (bookkeeping account) | 23,215 shares credited (not included in “beneficial ownership” total). |
| Stock ownership guidelines (directors) | 5x annual cash retainer; applies to non-associate directors. |
| Compliance status | At FY2024 review, all executive officers and non-associate directors either satisfied, were on track, or complied with retention requirements toward guidelines. |
| Anti-hedging and pledging | Hedging prohibited; pledging of Company equity by associates and directors prohibited. |
Governance Assessment
- Strengths: Independent director in leadership role (ESGC Chair) with deep retail/brand and ESG experience; independence affirmed by Board. Strong Board engagement (≥75% attendance; frequent executive sessions). Ownership alignment via annual director RSUs, 5x retainer ownership guideline, and Coulter’s deferral of cash retainer. Anti-hedging/pledging policies reduce misalignment risk. No FY2024 related person transactions; robust RPT Policy overseen by Nominating Committee. High shareholder support for executive pay (97.1% in 2024) indicates positive investor governance sentiment.
- Watch items: External time commitments appear manageable—one other public company board (ANF policy limits to three other boards absent waiver). Director compensation is standard (cash + time-based RSUs) without performance conditions; while typical, it provides less performance linkage than PSUs, but is balanced by ownership guidelines and RSU exposure.
- RED FLAGS: None disclosed—no related-party transactions; no pledging permitted; attendance threshold met for all directors.