Jean Tomlin

About Jean Tomlin

Jean Tomlin OBE, age 70, has served on Capri Holdings’ Board since March 2013 (12 years). She is an independent director with extensive human resources leadership experience across major organizations and currently chairs Capri’s Compensation and Talent Committee, leveraging deep expertise in talent management and compensation governance .

Past Roles

External Roles

Board Governance

• Independence: Determined independent by the Board under NYSE standards .
• Committee assignments: Chair, Compensation and Talent Committee; Member, Governance, Nominating & Corporate Social Responsibility (GN&CSR) Committee .
• Meeting cadence and attendance: Board met 10 times in FY2025; each standing committee met 4 times; every director attended ≥75% of Board and committee meetings; she attended the 2024 annual meeting (Madhavan was the only absence) .
• Lead Independent Director: Robin Freestone; executive sessions held at least quarterly without management .
• No compensation committee interlocks: No member (including Tomlin) served as a Capri executive or had Item 404 related-party relationships; no reciprocal interlocks with other companies’ compensation committees .

Fixed Compensation

Notes:

• The company discloses the standard fee schedule; individual cash fee totals reflect actual service and travel. Tomlin’s FY2025 cash total was $158,000 .

Performance Compensation

Directors do not receive performance-based pay. Equity is delivered via time-based RSUs:

Other Directorships & Interlocks

Expertise & Qualifications

• Core expertise: Human resources and talent management; compensation governance; large-scale workforce operations .
• Board fit: Chairs Compensation & Talent Committee; skills aligned with Board’s HR/Talent and governance focus .
• Board skills matrix (aggregate): HR/Talent Management among frequently cited skills across the Board (6 of 8 directors), supporting committee oversight breadth .

Equity Ownership

Governance Assessment

• Strengths: Independent status; chairs a critical committee; strong attendance; ownership guideline compliance; equity alignment through RSUs; prohibition on hedging/pledging; quarterly executive sessions; robust clawback and double-trigger change-in-control protections embedded in incentive plan governance .
• Compensation committee conduct: Oversight of FY2025 special retention awards post-terminated merger (Edwards, McDonough) and modification of LTI vesting terms during merger uncertainty; WTW served as independent compensation consultant, with disclosure of other risk and insurance services and committee’s independence determination .
• Shareholder alignment signals: 2024 Say-on-Pay support at ~82.1% suggests broad investor acceptance of executive pay framework; continued annual Say-on-Pay frequency recommended .

Potential Conflicts and Related-Party Exposure

• Related-party transactions: None disclosed involving Tomlin; company maintains formal Related Person Transactions Policy with Audit Committee oversight .
• Aircraft time-sharing (CEO only): CEO’s personal use disclosed with reimbursements; not related to Tomlin .
• Consultant conflicts (monitor): WTW provided compensation consulting to the committee and separate risk/insurance services to the company; the committee concluded the consulting team is independent—worth ongoing scrutiny from investors for potential perceived conflicts .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited—positive alignment .
• Option repricing: Prohibited without shareholder approval—positive governance .
• Say-on-Pay: 82.1% (2024) indicates acceptable support; not a red flag .
• Consultant independence: Disclosed ancillary services by WTW; committee independence determination mitigates but remains a watch point .
• Attendance: ≥75% meets standard; no attendance concerns disclosed .

Compensation Structure Analysis (Director)

Compensation Peer Group & Shareholder Feedback (Context)

• Peer group used for executive pay benchmarking (not director pay): 15 apparel/luxury/retail companies including Ralph Lauren, PVH, Lululemon, Tapestry; Capri positioned at the ~30th percentile revenue and ~38th percentile market cap at determination time .
• Say-on-Pay history: ~82.1% approval in 2024; annual frequency endorsed by Board .

Director Compensation Details (FY2025)

Committee Oversight Details

• Compensation & Talent Committee (Chair: Tomlin): Direct responsibility for executive compensation, incentive plan targets, equity dilution oversight, human capital strategy and DEI programs; met 4 times in FY2025 .
• GN&CSR Committee (Member: Tomlin): Board composition/refresh, succession, corporate governance policies, CSR/ESG oversight; met 4 times in FY2025 .

Attendance & Engagement

Related Policies

• Insider Trading & blackout policy; prohibition on derivatives/shorts/margin/pledging .
• Clawback Policy (Dodd-Frank/NYSE-compliant): Covers cash and performance-based LTI; three-year lookback; no indemnification/insurance for recovery obligations .
• Omnibus Incentive Plan: No evergreen; no repricing without shareholder approval; double-trigger vesting on change-in-control; director award cap $500k/year .

Implications for Investors

• Chairing Compensation & Talent in a year of restructuring and merger termination suggests Tomlin had central oversight of sensitive pay decisions (retention awards, LTI adjustments). The committee used retention cash and reduced LTI values, with disclosure and governance framing—investors should monitor continuity back to PRSU usage as the company expects to return to performance-based equity next year .
• Her strong HR background and ownership alignment, plus independence and attendance, support board effectiveness in human capital and pay governance amidst strategy shifts (Versace sale; focus on Michael Kors/Jimmy Choo) .