Jenna Hendricks
Capri HoldingsAbout Jenna Hendricks
Jenna Hendricks is Chief People Officer (CPO) at Capri Holdings, responsible for global people functions including talent acquisition, learning and development, total rewards and HR systems; she also oversees global internal communications and loss prevention and security. She is 44, assumed the CPO role in June 2021 after serving as SVP, Global HR for Michael Kors from July 2019, and has been with the company since 2004 in progressively senior HR roles . Fiscal 2025 was challenging at the company level—revenue declined 14.1% to $4.4 billion—and annual cash incentive metrics (free cash flow and adjusted operating income) yielded a 0% payout; three-year PRSUs granted in 2022 vested at 0% of target, while one tranche of 2023 PRSUs is tracking at 21% of annual target to vest in June 2026, highlighting tight pay-for-performance alignment despite FY25 RSUs being time-based due to a pending merger .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capri Holdings | Chief People Officer | Jun 2021–present | Leads global people function; oversees internal communications and loss prevention/security |
| Michael Kors (Capri) | SVP, Global Human Resources | Jul 2019–Jun 2021 | Drove brand-level HR strategy and execution |
| Capri Holdings | Various HR roles | 2004–2019 | Progressively senior HR responsibilities across the organization |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company or external board roles disclosed in proxy executive biographies |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| Target Annual Cash Incentive (% of Salary) | 50% | 50% | 50% (did not participate in FY25 plan due to letter arrangement) |
| Maximum Annual Cash Incentive (% of Salary) | 100% | 100% | 100% (not in plan for FY25) |
| Annual Cash Incentive Paid ($) | 400,000 (Non-Equity Incentive Plan) | 50,000 (Non-Equity Incentive Plan) | 0 (did not participate) |
| Clothing Allowance ($) | 25,000 (10,000 annual + 15,000 additional) | 25,000 | 25,000 |
Special payments: In December 2023, Ms. Hendricks received a $500,000 special bonus and a prepaid $1,500,000 severance in connection with the then-contemplated Tapestry merger; upon the merger termination, she repaid $1,500,000 and the Compensation & Talent Committee eliminated the obligation to repay the $500,000 bonus, in lieu of FY25 cash incentive participation, with a $250,000 repayment obligation if employment terminates before December 13, 2025 .
Performance Compensation
Annual Cash Incentive Structure and FY2025 Outcomes (Company-Level Metrics; Hendricks not in plan for FY25)
| Metric | Weighting | Threshold ($mm) | Target ($mm) | Maximum ($mm) | FY2025 Actual ($mm) | NEO Weighted Payout |
|---|---|---|---|---|---|---|
| Free Cash Flow | 50% | 400.0 | 500.0 | 600.0 | 153.0 | 0% |
| Adjusted Operating Income | 40% | 468.0 | 520.0 | 572.0 | 91.0 | 0% |
| Total Weighted Payout | — | — | — | — | — | 0% |
- Program design includes 90% weighting to financial metrics and 10% to individualized ESG goals at target; Hendricks’ FY25 cash incentive participation was replaced by the letter arrangement described above .
Equity Incentives
| Award | Grant Date | Type | Performance Metric(s) | Measurement Period | Outcome | Hendricks Shares | Grant Date FV ($) |
|---|---|---|---|---|---|---|---|
| FY2025 LTI | Jun 17, 2024 | Time-based RSUs | — | 4-year, annual 1/4 vest on grant anniversary | Standard vesting; CIC terms amended to full vest on covered termination within 24 months post-CIC | 39,063 | 1,250,016 |
| 2022 PRSUs | Jun 2022 | PRSUs | 3-year cumulative adjusted FCF | FY2023–FY2025 | 0% vested; threshold not attained (Actual $1,085mm vs $1,700mm threshold) | 15,819 | 749,979 |
| 2023 PRSUs (annual tranche) | Jun 2023 | PRSUs | Weighted multi-year performance | FY2023–FY2026 | One-third tranche to vest June 2026 at 21.0% of annual target | Included in outstanding PRSUs (see below) | — |
Outstanding Equity at FY2025 Year-End (Market value at $20.30/share)
| Instrument | Count | Market Value ($) |
|---|---|---|
| Unvested RSUs | 62,159 | 1,261,828 |
| Unearned PRSUs | 5,687 | 115,446 |
| Options (exercisable / unexercisable) | — / — | — (no option awards) |
- RSUs generally vest annually on each grant anniversary over three or four years, subject to continued employment and standard retirement/disability provisions .
- FY2025 LTI awards were RSUs (no PRSUs) due to merger-related inability to set meaningful long-term performance goals; post-termination CIC vesting terms were amended from pro-rata to full vest upon a covered termination within 24 months of a change in control .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 84,705 |
| Ownership as % of shares outstanding | ~0.07% (84,705 / 117,923,400 outstanding) |
| RSUs vesting within 60 days of record date | 20,980 |
| Stock ownership guideline | 2.0x salary for Chief People Officer; compliance status: in compliance as of FY2025 measurement date |
| Hedging/pledging policy | Insiders prohibited from hedging, short sales, margin purchases, pledging, or trading derivatives on Company securities |
| Vested vs unvested snapshot | Unvested RSUs: 62,159; Unearned PRSUs: 5,687 |
Section 16 compliance: Company reports timely filings for FY2025 and reiterates trading blackout procedures around quarter ends .
Employment Terms
| Term | Hendricks Employment Agreement Provision |
|---|---|
| Term and notice | At-will; 90 days’ notice to terminate (except for Good Reason) |
| Base salary | $500,000 per year |
| Annual incentive eligibility | 0–100% of salary, target 50%, subject to Cash Incentive Plan metrics and individual ESG goals (FY25 participation replaced by letter arrangement) |
| Perquisites | Clothing allowance $10,000 annually plus $15,000 additional during term |
| Confidentiality/IP | Confidentiality and IP assignment obligations |
| Non-solicitation | 2-year restriction on hiring Company employees post-termination |
| Severance (no CIC) | 12 months of base salary continuation, 12 months benefits continuation, and pro rata annual cash incentive for year of termination, subject to release |
| Change-in-control (CIC) | Double-trigger; 2x base salary + 2x target annual cash incentive; only upon qualifying termination within 24 months of CIC |
| Good Reason | Defined to include significant reduction in duties, inconsistent reassignment, salary reduction, 50+ mile relocation, or Company breach, subject to cure |
| Cause | Defined to include gross negligence/willful misconduct/dishonesty, felony conviction, fraud/business crime, or material breach of covenants, with cure where applicable |
| Clawback | Company-wide clawback covers cash incentives and performance-based LTI upon restatements; additional forfeiture upon post-employment covenant breach; no indemnification/insurance for clawbacks |
Potential Payments Upon Termination (FY2025 assumptions; totals shown)
| Scenario | Cash Severance ($) | Annual Incentive ($) | Benefits ($) | LTI Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| By Company without Cause or by Executive with Good Reason | 500,000 | — (FY25 incentive not owed per letter agreement) | 685 | — | 500,685 |
| On or within 24 months of CIC (double-trigger) | 1,500,000 | — | 28,108 | 1,456,403 | 2,984,511 |
| Disability/Death | — | — | — | 1,456,403 | 1,456,403 |
Compensation Structure Analysis
- FY2025 mix shifted heavily to time-based RSUs (no PRSUs) due to the pending merger; however, PRSU outcomes from prior cycles demonstrate strict pay-for-performance (0% for 2022 cycle; 21% for one 2023 tranche), indicating reduced equity risk-sharing in FY2025 offset by stringent historical performance gating .
- The Committee eliminated Hendricks’ obligation to repay a $500,000 special bonus after merger termination, in lieu of FY25 cash incentive participation, and imposed a $250,000 repayment obligation if she departs before Dec 13, 2025—functioning as a short-term retention tether .
- Severance excludes equity awards from calculations and CIC benefits are double-trigger, limiting windfalls and aligning payouts with actual termination events; no excise tax gross-ups are provided .
Investment Implications
- Alignment: Hendricks’ ownership is modest (~0.07%) but she is in compliance with 2x salary ownership guidelines and subject to a strict no-pledging/hedging policy; FY2025 LTI time-based RSUs reduce explicit performance linkage versus PRSUs, but prior PRSU forfeitures and low FY2025 cash payout indicate meaningful downside exposure to performance .
- Retention risk: The $250,000 repayment trigger through Dec 13, 2025, standard severance, and double-trigger CIC protection suggest near-term retention, with moderate risk post-2025 as RSU tranches roll off; no non-compete is disclosed, but a 2-year non-solicit on hiring applies .
- Trading signals: Upcoming RSU vesting cadence (annual grant anniversaries; 20,980 vesting within 60 days of the June 9, 2025 record date) could create periodic supply; absence of options and prohibitions on hedging/pledging mitigate forced selling pressure .
- Governance: Robust clawback and double-trigger CIC terms, no tax gross-ups, and exclusion of equity from severance calculations reduce shareholder-unfriendly practices; FY2025 incentive design and outcomes reflect responsiveness to underperformance (0% payout on financial metrics) .