Judy Gibbons

About Judy Gibbons

Independent Class II director of Capri Holdings (CPRI), age 68, serving since 2012 (12 years), and a retired technology executive with over 35 years of leadership across digital media, e-commerce, and technology; currently chairs the Governance, Nominating and Corporate Social Responsibility Committee and serves on the Audit Committee . The Board affirmatively determined she is independent under NYSE standards; executive sessions are held at least quarterly without management .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Governance, Nominating and Corporate Social Responsibility; Member, Audit .
• Class/term: Class II; nominated in 2025 for re-election to serve until the 2028 annual meeting if elected .
• Independence: Board determined Judy Gibbons is independent; a majority of directors and all committee members are independent .
• Attendance and engagement: Each director attended at least 75% of Board and applicable committee meetings; FY2025 had 10 Board meetings and 4 meetings for each standing committee; all non-employee directors are invited to all committee meetings; all directors except Mahesh Madhavan attended the 2024 annual meeting (implies Ms. Gibbons attended) .
• Board leadership: Strong independent Lead Director (Robin Freestone) presides over executive sessions and provides independent leadership; Board meets quarterly in executive sessions without management .

Fixed Compensation

Commentary: Based on the FY2025 director fee schedule, Ms. Gibbons’ cash compensation likely reflects the base retainer, committee membership retainers for Audit and Governance, and the Governance Chair retainer, plus any travel fees; reported cash totaled $158,000 .

Performance Compensation

No director performance metrics (e.g., revenue growth, TSR) are tied to Ms. Gibbons’ director equity; RSUs are time-based under the plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Over 35 years as a technology business leader with strategic and operational expertise in digital media, e-commerce, and technology; senior roles at Microsoft, Apple, and HP; venture investing at Accel Partners (Europe) .
• Board qualifications: Deep digital/e-commerce competency aligns with Capri’s omnichannel strategy; governance role as chair of the Governance, Nominating & CSR Committee .

Equity Ownership

Governance Assessment

• Board effectiveness: Ms. Gibbons chairs the Governance, Nominating & CSR Committee and serves on the Audit Committee—positions that signal strong governance engagement and strategic oversight; independence is affirmed and attendance thresholds were met in FY2025 .
• Alignment and incentives: Balanced cash/equity mix with annual RSUs (~$175k) and clear vesting/deferral mechanics; robust director award cap ($500k), ownership guideline compliance, and strict no-hedging/pledging policy support shareholder alignment .
• Conflicts and related-party exposure: Proxy includes related-person transactions (e.g., CEO aircraft time sharing) but no specific transactions disclosed involving Ms. Gibbons; the audit and governance frameworks include policies to review and pre-approve related-person transactions and maintain independence standards .
• Shareholder sentiment: Strong Say-on-Pay support in 2024 and 2025 indicates investor confidence in compensation governance overseen by the independent committee (counts below) .

Signals for investors

• Positive: Independent status, governance chair role, audit committee service, ownership guideline compliance, and strict anti-hedging/pledging policy strengthen alignment and oversight .
• Watch items: None disclosed specific to Ms. Gibbons; continue monitoring related-party transaction disclosures and director equity grant levels relative to the $500k cap to avoid overcompensation risk .