Peter Harf
Chairman of the Board at COTY
Board
About Peter Harf
Peter Harf, age 77, has served on Coty’s Board since 1996 and as Chairman since November 2018; he previously served as Coty CEO (1993–2001), interim CEO (May 31–Aug 31, 2020), Chairman (2001–2011), and Chair of the Remuneration & Nomination Committee (2011–Dec 2016). He retired as Managing Partner and Chairman of JAB Holding Company S.à r.l. in April 2025. Harf holds an MBA from Harvard Business School and a Diploma and Doctorate in Economics from the University of Cologne .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coty Inc. | Chief Executive Officer | 1993–2001 | Led operations and strategic planning |
| Coty Inc. | Interim CEO | May 31–Aug 31, 2020 | Transition leadership |
| Coty Inc. | Chairman of the Board | 2001–2011; 2018–present | Board leadership and oversight |
| Coty Inc. | Chair, Remuneration & Nomination Committee | 2011–Dec 2016 | Oversaw executive and director compensation, board nominations |
| JAB Holding Company S.à r.l. | Managing Partner & Chairman (retired) | Retired 2025 | Long-standing influence over JAB portfolio governance |
| Anheuser-Busch InBev SA/NV | Chairman | Prior role | Large-cap consumer governance experience |
| Reckitt Benckiser plc | Deputy Chairman | Prior role | Consumer products oversight |
| Panera Bread Company; Pret A Manger; Caribou/EINoah; Krispy Kreme; Keurig Dr Pepper Inc.; Compassion First | Director/Chair/Advisor | Prior roles | Board governance across JAB-affiliated and consumer brands |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JDE Peet’s N.V. | Chairman | Current | Public company listed outside U.S.; JAB portfolio company |
| Alfred Landecker Foundation | Chairman & Managing Director | Current | Philanthropic leadership |
| DKMS (Delete Blood Cancer) | Co-founder & Executive Chairman | Current | Executive leadership of non-profit |
Board Governance
- Independence and committees: The Board determined Harf meets NYSE independence standards; he is not listed as a member of the Audit & Finance Committee (AFC) or Remuneration & Nomination Committee (RNC) in FY25 .
- Board leadership: Coty separates Chair and CEO roles; Beatrice Ballini serves as Lead Independent Director (appointed July 16, 2025), enhancing independent oversight .
- Attendance: In FY25, the Board held six meetings; each director attended more than 75% of Board and applicable committee meetings .
- Controlled company context: JAB Group owns ~52% of voting power (54% including Harf/HFS voting interests), making Coty a “controlled company”; Coty nonetheless maintains a majority-independent Board and an all-independent RNC .
- Special Committee safeguards: An ad hoc Special Committee of independent, disinterested directors was formed in January 2025 (dissolved July 2025) to evaluate matters under the Amended and Restated Stockholders Agreement; material related transactions with JAB require approval by such a special committee .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual cash retainer (Chairman) | $250,000 | Paid annually; prorated if applicable |
| Equity – RSUs (annual grant) | 45,000 RSUs | Chairman RSUs vest over 5 years; grant date Nov 15, 2024; service-vested with change-in-control and death/disability accelerations per plan; pro-rata vesting if >1 year service at termination |
| Grant date fair value of RSUs | $324,000 | FY2025 director stock awards fair value |
| Total FY2025 director compensation | $574,000 | Cash + stock awards |
Performance Compensation
- Directors do not receive performance-based equity or bonus awards; Harf’s RSUs are service-vested with five-year graded vesting (no director options) .
Other Directorships & Interlocks
| Company | Role | JAB/Coty Interlock | Notes |
|---|---|---|---|
| JDE Peet’s N.V. | Chairman | JAB portfolio | Current public-company chair |
| Keurig Dr Pepper Inc. | Director (prior) | JAB portfolio | Prior public-company directorship |
| Panera Bread Company; Pret A Manger; Caribou Coffee/Einstein Noah; Krispy Kreme | Director/Chair (prior) | JAB portfolio | Prior roles across JAB-affiliated brands |
| Anheuser-Busch InBev SA/NV | Chairman (prior) | Non-JAB | Large-cap governance |
| Reckitt Benckiser plc | Deputy Chairman (prior) | Non-JAB | Consumer/CPG governance |
- Related-party exposures: Coty has an office sublease with Pret A Manger Ltd, an affiliate of JAB, on customary market terms (~$164,640 fees in FY2025) . Coty provided sponsorship/donations to DKMS in FY2025; Harf is Executive Chairman of DKMS .
Expertise & Qualifications
- Board matrix highlights Harf’s broad expertise: management/leadership, beauty industry knowledge, international business, finance, people/organization, corporate governance, ESG, legal/regulatory/tax, and digital/e-commerce/retail .
- Education: MBA (Harvard); Diploma and Doctorate in Economics (University of Cologne) .
- Industry and global experience: >30 years across consumer, beauty, and global operations; deep strategic planning and international experience .
Equity Ownership
| Category | Amount | % of Class A Outstanding | Notes |
|---|---|---|---|
| Class A Common Stock directly/indirectly owned | 12,403,166 shares | 1.4% | As of Sep 12, 2025 |
| Series B Preferred held via HFS Holdings S.à r.l. (beneficially owned by Harf) | 146,057 shares | — | Convertible into ~23,830,179 Class A shares as of record date |
| Additional Class A deemed beneficial via Series B conversion | 23,830,179 shares | — | May be deemed beneficially owned through HFS Holdings |
| Total deemed beneficial ownership (Class A + if-converted Series B) | 36,233,345 shares | 4.0% | If fully converted; assumption per record date methodology |
| RSUs outstanding (director compensation plan) | 225,000 shares | — | Unsettled RSUs outstanding as of Jun 30, 2025 |
| Stock options outstanding | 0 | — | No director options outstanding |
Governance Assessment
- Strengths
- Independent Board determination for Harf; separation of Chair and CEO; Lead Independent Director established July 2025, supporting independent oversight .
- All-independent RNC; AFC members independent and AFC Chair designated audit committee financial expert; regular executive sessions without management .
- Robust related-party safeguards via Amended & Restated Stockholders Agreement: disinterested special committee approval for JAB-related transactions; minimum independent disinterested directors maintained .
- Clear director compensation structure (cash + time-based RSUs); no director options; stock ownership guidelines (3x annual cash retainer for directors) and hedging prohibitions; double-trigger change-in-control equity vesting; clawback policy updated for SEC rules .
- Investor support: ~94.3% Say-on-Pay approval at 2024 Annual Meeting .
- Risks and potential red flags
- Controlled company status with JAB at ~52% voting power; significant interlocks with JAB affiliates and Harf’s historic leadership at JAB (retired April 2025), raising perceived influence risks despite independence determination .
- Series B Preferred entirely held via HFS Holdings (beneficially owned by Harf), conferring meaningful additional voting and potential economic influence upon conversion (~23.8M as-converted shares), elevating alignment concerns with common minority holders .
- Related-party arrangements: JAB affiliate (Pret A Manger) sublease payments; DKMS sponsorship where Harf is Executive Chairman; necessitates ongoing AFC oversight under related-person transaction policy .
- Administrative lapse: late Form 4 by Harf for an RSU vesting correction (company-disclosed), indicating minor compliance risk though remedied .
Notes on Committee Assignments, Independence, and Engagement
- Committee roles: Harf is not currently listed on AFC or RNC; he leads the Board as Chairman. Historical RNC chair tenure demonstrates compensation and nomination process familiarity, but current committee independence is maintained without his participation .
- Independence: Board explicitly affirms Harf’s independence under NYSE standards despite prior JAB roles and HFS holdings; AFC/RNC independence standards noted for committee members .
- Engagement: FY25 Board met six times; >75% attendance threshold met by all directors, indicating satisfactory engagement; independent directors meet in executive session .
Director Compensation Detail
| Element | FY2025 Value/Terms |
|---|---|
| Cash retainer (Chairman) | $250,000 |
| Equity grant (Chairman) | 45,000 RSUs; vest over five years; grant date Nov 15, 2024; fair value $324,000 |
| RSUs outstanding | 225,000 (as of Jun 30, 2025) |
| Meeting fees | No per-meeting fees for regular Board/committees; ad hoc Special Committee fees applied to its members—Harf not listed as a member |
Related-Party Transactions and Policies
- Policy: AFC oversees related-person transactions >$120,000; chair may pre-approve <$1M; disallow participation by interested director; annual review if ongoing; several categories pre-approved (e.g., competitive bids, proportionate shareholder benefits) .
- JAB-related: Amended Stockholders Agreement restricts JAB’s acquisitions and transfers; mandates special committee approval for material JAB-related transactions; proxy agreement can deem additional Harf-related shares under JAB voting .
- Specific arrangements:
- Pret A Manger sublease (JAB affiliate): ~$164,640 fees in FY2025 .
- DKMS sponsorships, product donations in FY2025 (Harf Executive Chairman of DKMS) .
Equity Ownership Guidelines and Compliance
- Directors guideline: 3x annual cash retainer; majority of executives and directors have achieved initial compliance within the phase-in; equity ownership culture emphasized; hedging and short sales prohibited .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~94.3% of votes cast supported NEO compensation program; RNC continues investor outreach and incorporates feedback in program design .
Insider Trades
- Section 16(a) compliance: Company disclosed a late Form 4 by Harf reporting a correction related to RSU vesting; other late filings for certain executives noted; otherwise filings believed compliant in FY2025 .