Mahesh Madhavan
Capri HoldingsAbout Mahesh Madhavan
Independent director of Capri Holdings (CPRI); age 62; joined the Board in March 2023. Chief Executive Officer of Bacardi Limited since 2017 (over 25 years at Bacardi) with prior regional leadership roles across Europe, Africa, Middle East, South & Southeast Asia, India, Thailand and the Philippines; appointed to the Board of Reckitt Benckiser Group Plc in January 2025, bringing global consumer goods CEO experience to Capri. Serves on Capri’s Compensation and Talent Committee and the Governance, Nominating and Corporate Social Responsibility Committee; affirmed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bacardi Limited | Chief Executive Officer | 2017–present | Led global operations; prior leadership across multiple geographies (Regional President roles and Managing Director roles in India, Thailand, Philippines). |
| Bacardi Group (various geographies) | Regional President; Managing Director | Pre-2017 | International operating leadership across Europe, Africa, Middle East, South & Southeast Asia; India; Thailand; Philippines. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reckitt Benckiser Group Plc | Director (public company) | Since Jan 2025 | Board service; committee roles not disclosed in Capri proxy. |
| Bacardi International Ltd | Chairman | Not dated | Strategic leadership (private company). |
Board Governance
- Committees: Compensation and Talent; Governance, Nominating and Corporate Social Responsibility (not a chair).
- Independence: Board determined Madhavan is independent; Capri has independent committee chairs and a robust Lead Independent Director (Robin Freestone).
- Attendance: Each director attended ≥75% of Board and committee meetings in FY2025; Board met 10 times and each committee met 4 times. Madhavan did not attend the 2024 annual meeting of shareholders (attendance encouraged but not required).
- Board tenure/class: Class III director; term expiring 2026.
Fixed Compensation
| Component (FY2025 framework) | Amount/Terms |
|---|---|
| Annual Cash Retainer | $100,000. |
| Committee Service Payment | $12,500 per committee. |
| Chair Retainers | Audit: $35,000; Compensation & Talent: $30,000; Governance, Nominating & CSR: $30,000. |
| Lead Director Retainer | $50,000. |
| Travel Fee | $3,000 per international trip to Board meeting. |
| Director Cash Fees (Madhavan, FY2025) | $137,000. |
| Director Cash Fees (Madhavan, FY2024) | $137,000. |
| Director Cash Fees (Madhavan, FY2023) | — (appointed March 30, 2023; no fees shown). |
Performance Compensation
| Equity Component | Grant Value | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSU grant (FY2025) | $174,987 | RSUs | Cliff vest on earlier of 1-year anniversary or next annual meeting; settlement may be deferred (409A). | None disclosed for director RSUs (time-based only). |
| Annual Director RSU grant (FY2024) | $174,996 (plus pro rata on appointment for 2023–2024) | RSUs | Cliff vest as above; deferral per 409A. | None disclosed (time-based). |
| Non-employee director award cap | $500,000 maximum aggregate grant-date fair value per fiscal year (excludes equity taken in lieu of cash). | — | — | Governance feature, not a metric. |
| Incentive Plan clawback | Clawback provisions embedded in the plan; Company-wide clawback policy covers cash incentives and performance-based LTI; recovery on “no-fault” basis within 3 years of issuance. | |||
| Change-in-control terms | Plan prohibits single-trigger acceleration for employees; provides double-trigger where applicable; director-specific acceleration not detailed beyond plan governance features. |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Other public boards | Reckitt Benckiser Group Plc (since Jan 2025). |
| Committee interlocks | Capri discloses no compensation committee interlocks or insider participation in FY2025; none of Capri’s executives serve on boards/committees of companies with Capri directors serving as executives. |
| Shared directorships | No shared directorships with Madhavan disclosed among Capri directors. |
Expertise & Qualifications
- Significant global consumer goods CEO experience; deep international operation leadership background.
- Service on Capri’s compensation and governance committees aligns with human capital and board composition oversight experience.
- Board independence affirmed under NYSE and Capri guidelines.
Equity Ownership
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Ordinary Shares | — | 5,924 | 10,778 |
| Ownership guideline (5× annual cash retainer within 5 years) | Applies; deadline March 30, 2028. | ||
| Guideline status | Not yet met (within compliance window). | ||
| Hedging/pledging | Prohibited for directors and related parties under Capri’s Insider Trading Policy. |
Governance Assessment
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Alignment and incentives: Standard, shareholder-aligned director pay structure combining cash retainer and time-based RSUs with a robust ownership guideline (5× retainer in 5 years); Madhavan is progressing but has not yet met the guideline, with compliance deadline March 30, 2028.
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Independence and engagement: Affirmed independent; serves on two key committees; attended ≥75% of Board/committee meetings in FY2025; missed the 2024 annual shareholder meeting (encouraged but not required).
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Pay governance features: Plan includes clawback provisions, no option/SAR repricing without shareholder approval, no evergreen, director award cap, and limited change-in-control acceleration—supportive of investor confidence.
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Conflicts/related-party exposure: Capri discloses its related person transaction review process; no related party transactions disclosed involving Madhavan in the proxy; hedging/pledging of Capri stock is prohibited, reducing alignment risks.
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RED FLAGS:
- Did not attend the 2024 annual meeting of shareholders.
- Has not yet met the stock ownership guideline (still within permitted timeframe).
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Positive signals:
- Independent status and active committee assignments (Compensation & Talent; Governance, Nominating & CSR).
- Strong global consumer goods leadership experience and added external public board exposure at Reckitt (diversifies perspective).
- Robust pay governance (clawbacks, no repricing, director award cap; prohibition on hedging/pledging).