Jane Thompson
Capri HoldingsAbout Jane Thompson
Jane Thompson (age 53) has served on Capri Holdings’ Board since January 2015 and is nominated for re‑election as a Class II director; if elected, her term runs to the 2028 annual meeting. She is Co‑Founder and Director of The Fusion Labs (since 2011), with >20 years of e‑commerce, digital marketing, and CRM expertise; prior roles include Managing Director, International at IAC (2007–2009), senior leadership at Match.com (2003–2007), and earlier consulting at Bain & Company; she holds an MBA from the Wharton School. The Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Fusion Labs (UK) | Co‑Founder & Director | Since 2011 | E‑commerce and digital marketing leadership; network of niche e‑commerce sites |
| IAC/InterActiveCorp | Managing Director, International | 2007–2009 | Led international operations at a leading internet company |
| Match.com LLC | SVP & GM, North America; other senior roles | 2003–2007 | Growth and CRM-oriented consumer internet operations |
| Bain & Company (London) | Management Consultant | Not disclosed | Strategy consulting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Listcorp.com | Director | Not disclosed | Private company directorship |
| Stitch.net | Director | Not disclosed | Private company directorship |
| Lightsense Technologies Ltd. | Director | Not disclosed | Private company directorship |
| IVC Evidensia | Director | Not disclosed | Private company directorship |
| Other public company boards | None | — | “0” other public company boards |
Board Governance
- Committee assignments: Audit Committee member and Compensation & Talent Committee member; not a chair. Audit met 4 times; Compensation & Talent met 4 times in FY2025; Board met 10 times .
- Independence and attendance: The Board affirmed Thompson is independent; each director (including Thompson) attended at least 75% of Board and applicable committee meetings in FY2025; all directors except Mahesh Madhavan attended the 2024 annual meeting .
- Board structure: Classified board; Thompson is a Class II nominee in 2025 with a term to 2028 if elected. Lead Independent Director role held by Robin Freestone; executive sessions occur at least quarterly .
| Governance Item | FY2025 Detail |
|---|---|
| Independence | Independent (NYSE standards) |
| Committees | Audit; Compensation & Talent |
| Meeting Attendance | ≥75% of Board and committee meetings |
| Board Meetings | 10 in FY2025 |
| Committee Meetings | Audit: 4; Compensation & Talent: 4 |
| Lead Independent Director | Robin Freestone |
| Executive Sessions | At least quarterly, presided by Lead Director |
| Class/Term | Class II; nominee in 2025 for term to 2028 |
Fixed Compensation
| Component | FY2025 Policy/Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Committee service cash | $12,500 per committee |
| Chair retainers | Audit Chair $35,000; Compensation & Talent Chair $30,000; Governance Chair $30,000 |
| Lead Director retainer | $50,000 |
| Travel fee | $3,000 per international trip to Board meeting |
| Jane Thompson – Non‑Employee Director Compensation | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash ($) | 125,000 | 125,000 |
| Share awards ($) | 174,996 | 174,987 |
| All other compensation ($) | — | — |
| Total ($) | 299,996 | 299,987 |
Performance Compensation
- Annual RSU grants to non‑employee directors had grant‑date fair value of approximately $175,000; grants are made on the date of the annual meeting and generally cliff‑vest on the earlier of one year from grant or the next annual meeting; settlement may be deferred under Section 409A .
- Limits, guardrails and alignment features: minimum 1‑year vesting for most awards; director awards capped at $500,000 grant‑date fair value per fiscal year; no option/SAR repricing or exchange without shareholder approval; clawback provisions apply; change‑in‑control features avoid single‑trigger acceleration for employees .
No performance metrics are tied to director RSU awards; performance awards are a plan feature for employees, not disclosed as part of director pay .
| Director Equity Award Terms | FY2025 |
|---|---|
| RSU grant fair value (approx.) | ~$175,000 |
| Vesting | Earlier of 1‑year from grant or next annual meeting |
| Settlement | Deferrable per Section 409A |
| Annual grant timing | Date of annual meeting |
| Director award cap | $500,000 grant‑date fair value per fiscal year |
| Clawback | Plan includes clawback/forfeiture provisions |
| Repricing | Prohibited without shareholder approval |
| Minimum vesting | ≥1 year (≤5% pool exceptions) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed; “0” other public company boards |
| Private boards | Listcorp.com; Stitch.net; Lightsense Technologies Ltd.; IVC Evidensia |
| Interlocks/transactions | No director‑specific related‑person transactions disclosed for Thompson; Audit Committee oversees related‑person policy and approvals |
Expertise & Qualifications
- E‑commerce, digital marketing, CRM domain expertise with >20 years in consumer internet operations; senior leadership at IAC and Match.com; MBA (Wharton) .
- Audit Committee membership requires financial literacy; Board determined each Audit member is financially literate .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Ordinary shares beneficially owned | 28,706 |
| Percent of shares outstanding | * (<1%) |
| Ownership guideline | ≥5x annual cash retainer within 5 years |
| Guideline compliance (FY2025) | Meets guidelines (ü) |
| Insider policy | No hedging, pledging, short sales or derivatives; blackout periods apply |
Insider Trades & Compliance
| Item | FY2025 Disclosure |
|---|---|
| Section 16(a) filings | All reportable transactions filed timely to company’s knowledge |
| Hedging/pledging | Prohibited for directors and related parties |
| Blackout periods | Prescribed windows around quarter‑ends; trading restrictions apply |
Compensation Committee Analysis
- Compensation & Talent Committee membership includes Thompson; chaired by Jean Tomlin OBE .
- The Committee reviews compensation strategy, sets CEO goals, certifies performance outcomes, retains compensation consultants, reviews consultant independence, and conducts compensation risk assessments; FY2025 review concluded policies/practices do not create material adverse risk .
Governance Assessment
- Independence and engagement: Thompson is an independent director serving on two key committees (Audit; Compensation & Talent) with ≥75% attendance; this supports board effectiveness and oversight continuity .
- Pay alignment: Director pay structure blends fixed cash ($100k retainer + committee fees) with equity RSUs (~$175k grant‑date fair value) and 1‑year vesting, reinforcing shareholder alignment; she meets stock ownership guidelines, and hedging/pledging is prohibited .
- Risk and controls: Audit Committee financial literacy requirements, robust related‑party transaction oversight, clawback provisions, no repricing without shareholder approval, and minimum vesting standards are shareholder‑friendly guardrails .
- Potential conflicts: No Thompson‑specific related‑party transactions disclosed; public company interlocks are absent, reducing conflict risk; private directorships noted but no Capri dealings disclosed .
- Board leadership: Presence of an independent Lead Director and regular executive sessions strengthens independent oversight; Thompson’s digital/CRM background complements Capri’s consumer/omnichannel strategy .