John Idol
Capri HoldingsAbout John Idol
John D. Idol, age 66, is Chairman and Chief Executive Officer of Capri Holdings (CPRI), serving as CEO since December 2003 and Chairman since September 2011; he has been a director since 2003 (not independent) . Fiscal 2025 was challenging: revenue fell 14.1% to $4.4B and the company posted a net loss of $1.182B with adjusted free cash flow of $153M; CEO “compensation actually paid” turned negative in FY25, reflecting pay-for-performance alignment as PRSUs failed to vest and the annual plan paid only for ESG . Capri terminated its merger with Tapestry in Nov-2024 and agreed to sell Versace to Prada for $1.375B, with Idol also assuming interim CEO duties for Michael Kors in Nov-2024 without comp changes; company TSR (from a FY2020 base) stood at $173.95 by FY25 vs $75.28 for the peer group index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kasper ASL, Ltd. (Anne Klein) | Chairman & CEO, Director | 2001–2003 | Led branded apparel business prior to joining Capri |
| Donna Karan International Inc. | CEO & Director | 1997–2001 | Oversaw global fashion house operations |
| Ralph Lauren | Group President & COO (Licensing, Home, Men’s) | 1994–1997 | Ran key licensing and men’s/home collections |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Prior public company boards | CEO/Director at prior employers as above |
Fixed Compensation (CEO – Fiscal 2025)
| Component | Value |
|---|---|
| Base Salary | $1,350,000 |
| Target Annual Cash Incentive (% of salary) | 200% (max 400%) |
| Actual Annual Cash Incentive | $540,000 (20% of target; ESG only) |
| Notable Perquisites | Life insurance premiums up to $50,000; automobile/driver; limited personal aircraft use per time-sharing agreement (see below) |
Perquisites detail and costs:
- Company incremental cost for personal aircraft use: $82,988 in FY25 (Idol reimbursed $792,572 under the time-sharing agreement) .
- “Transportation benefit” (auto/driver): $22,771 in FY25 .
Performance Compensation
Annual Cash Incentive (FY25)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Metric |
|---|---|---|---|---|---|---|
| Free Cash Flow ($mm) | 50% | 400 | 500 | 600 | 153 | 0% |
| Adjusted Operating Income ($mm) | 40% | 468 | 520 | 572 | 91 | 0% |
| Individualized ESG Goals | 10% | — | — | — | Exceeded | 200% (ESG component) |
| Total Weighted Payout | 100% | — | — | — | — | 20% of target |
ESG achievements cited include Scope 1&2 GHG reduction, 78% renewable energy, 93% Leather Working Group sourcing, supplier engagement, and POS packaging conversion, plus philanthropy milestones; Board approved ESG at maximum for the CEO .
Equity Incentives
- June 2024 grant (counts in FY25 SCT): 100% time-based RSUs (no PRSUs due to merger uncertainty), vest in four equal annual installments; CEO award: 218,750 RSUs (grant date fair value $7,000,000), reduced ~18% vs prior year .
- June 2025 awards (will appear in FY26 SCT; based on FY25 performance): 100% RSUs; CEO value $5,000,000, down 41.2% vs target reference; 3-year vest .
PRSU outcomes:
- 2022 PRSUs (3-yr FCF): vested at 0% (threshold not met; cumulative adjusted FCF $1,085mm vs $1,700mm threshold) .
- 2023 PRSUs (ROIC/FCF, annual tranches): for year ended FY25, 1/3 tranche will vest at 21.0% of target in June 2026 (ROIC 2.1% vs 8.8% target; FCF $153mm vs $126mm target) .
Equity Ownership & Alignment (as of Record Date: June 9, 2025)
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 2,371,203 shares (2.0% of shares outstanding) |
| Breakdown (notable) | Includes 108,230 unvested RSUs vesting within 60 days; 61,249 options at $67.52 were exercisable at record date but expired 6/17/2025; 54,600 shares via Idol Family Foundation; 1,000,000 shares held by a GRAT (returned to Idol after record date) |
| Unvested RSUs at FY25-end | 319,845 RSUs; market value $6.49mm at $20.30/share |
| Unearned PRSUs at FY25-end | 27,622 units; market value $560,727 at $20.30/share (subject to future performance) |
| Hedging/Pledging | Prohibited for insiders; no buying on margin, no pledging, no hedging |
| Ownership guidelines | CEO 5x salary requirement; in compliance as of FY25 measurement date |
Insider selling pressure takeaways:
- Options are largely off the table post-6/17/2025 (minimal option overhang), reducing forced-exercise selling incentives .
- RSUs vest ratably and constitute the bulk of future supply; near-term vests follow grant anniversaries (e.g., June cycles) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Role | Chairman & CEO; Board to use best efforts to keep Idol as Chairman while CEO |
| Bonus mechanics | Target 200% of salary; max 400%; metrics set annually by Compensation & Talent Committee |
| Severance (non‑CIC) | If terminated without Cause or for Good Reason: 2x (base salary + prior FY annual cash incentive), plus pro‑rated bonus, lump sum in 30 days |
| Change in control (CIC) | No single-trigger; awards generally continue/assumed; double-trigger vesting if terminated without Cause/for Good Reason within 24 months post-CIC; performance deemed at target then time-based vesting applies |
| Good Reason / Cause | Detailed definitions (material duty reduction, breach, relocation, etc.; Cause includes gross negligence, willful misconduct, felony, etc.) |
| Clawback | Dodd-Frank/NYSE compliant clawback; 3-year lookback, “no fault,” covers cash incentives and performance LTI; no related actions in FY25 |
| Restrictive covenants | No “Competitive Business” during employment; 2-year post-termination no-hire of employees/contractors; confidentiality/IP protection |
| Perquisites | Life insurance premiums up to $50,000; auto/driver; personal aircraft use per time-sharing agreement with reimbursements |
Board Governance and Service
- Board status: Chairman & CEO; not independent; no committee memberships .
- Combined Chair/CEO rationale: Board cites unified leadership benefits; independence mitigated via strong Lead Independent Director role (Robin Freestone) .
- Committees: Audit; Compensation & Talent; Governance, Nominating & CSR — all chaired by independents; FY25 meetings: Board (10), each committee (4) .
- Executive sessions: at least quarterly without management; led by Lead Independent Director .
- Independence: All directors independent except Idol .
- Attendance: Each director attended ≥75% of Board/committee meetings in FY25 .
- Director compensation: Employee directors receive no additional fees; an allocation equal to ¼ of the independent director retainer is paid from the parent for Idol’s director services (not incremental pay) .
- Say-on-pay: 82.1% approval at 2024 annual meeting .
Compensation Structure Analysis (signals)
- Mix shift to RSUs: FY25 and FY26 LTI granted 100% as time-based RSUs (no PRSUs) citing merger uncertainty and difficulty setting multi-year targets; Committee expects to return to PRSU mix next year .
- Variable pay outcomes: FY25 financial metrics under the annual plan paid 0%; only ESG paid (to max), resulting in 20% of target bonus for the CEO .
- PRSU underperformance: 2022 PRSUs vested at 0%; 2023 PRSUs tracking well below target (21% on one annual tranche) .
- LTI value reductions: June 2024 LTI values reduced ~24% on average (CEO down ~18%); June 2025 CEO LTI value $5.0M, down 41.2% vs target reference .
- Peer benchmarking: 15-company peer group; Capri positioned ~30th percentile revenue and 38th percentile market cap; Committee does not target a specific percentile, leaning on holistic performance and retention .
Related Party / Risk Indicators
- Aircraft time-sharing agreement: Idol reimbursed $792,572 for personal flights in FY25; company recorded $82,988 incremental cost; permitted per policy and reported .
- Hedging/pledging: Prohibited (alignment positive) .
- CFO transition: CFO/COO resigned effective June 20, 2025 (after April announcement); interim CFO appointed; retention awards used for certain NEOs post-terminated merger (retention risk management) .
- Equity plan share request: 2.5M additional shares sought for the omnibus plan (about 2.0% dilution; total overhang to ~6.9% if approved) .
- Clawback policy in place; no actions in FY25 .
Equity Grants and Outstanding Awards (CEO)
| Item | Detail |
|---|---|
| June 17, 2024 RSUs | 218,750 RSUs; vest 25% per year over 4 years; $7,000,000 grant-date fair value |
| Unvested RSUs at FY25-end | 319,845 units; $6.49mm value at $20.30 |
| Options at FY25-end | 61,249 at $67.52 (expired 6/15–6/17/2025) |
| 2022 PRSUs outcome | 0% vested (missed threshold on 3-yr adj. FCF) |
| 2023 PRSUs (1/3 tranche, FY25) | 21.0% of annual target to vest June 2026 (subject to service) |
Employment & Contracts (Key Provisions)
| Provision | Economics / Terms |
|---|---|
| Severance (no CIC) | 2x (base + prior FY annual cash incentive) + pro‑rated current year bonus; lump sum in 30 days |
| CIC equity | Double-trigger: performance deemed target and converted to time-based; full vesting upon qualifying termination within 24 months post-CIC |
| Good Reason triggers | Material duty reduction; breach; relocation >50 miles; board removes him, etc. |
| Clawback | 3-year, no-fault; covers cash and performance LTI; compliant with listing standards |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 82.1% .
- Committee emphasizes pay-for-performance; FY25 outcomes reflect underperformance (0% for financial metrics) and reduced LTI sizing; ESG remained as a small balancing factor (10% weight) .
Expertise & Qualifications
-
35 years retail leadership; prior CEO roles and senior operating roles at major fashion houses; deep sales/marketing, product, operations, finance, strategy experience .
Investment Implications
- Alignment improving: Zero payout on financial metrics, forfeiture of 2022 PRSUs, and reduced LTI sizing indicate a functioning pay-for-performance framework; ESG at 10% can cushion downside but did not override poor financials (CEO payout 20% of target) .
- Selling pressure likely from RSU cadence rather than options: Options expired in mid‑2025; unvested RSUs are meaningful and vest ratably, implying routine but manageable supply; anti‑pledging/hedging and 5x ownership guideline compliance support alignment .
- Retention risk mitigated by equity and severance: Idol holds ~2.0% of shares, is in compliance with ownership guidelines, and has 2x cash severance with CIC double‑trigger treatment—collectively supporting retention through transition (Versace divestiture, brand initiatives, CFO change) .
- Governance considerations: Combined Chair/CEO remains a standing concern, albeit offset by a strong Lead Independent Director and independent committees/executive sessions; say‑on‑pay support (82%) suggests investors are tolerating the structure given pay outcomes and strategic moves .
- Catalyst/risk mix: Execution on Michael Kors/Jimmy Choo plans and closing the Versace sale could delever and refocus; continued miss on PRSU metrics or further senior turnover (e.g., CFO search) would be negative; equity plan share increase modestly dilutive but supports broad-based retention .