Marilyn Crouther
Capri HoldingsAbout Marilyn Crouther
Marilyn Crouther, age 59, has served as an independent director of Capri Holdings (CPRI) since 2021 and is a Class I director with a term expiring at the 2027 annual meeting. She is CEO and Principal of Crouther Consulting, LLC (since 2018) and brings more than 30 years of experience in transformational technology and IT modernization with a strong finance and accounting background; she previously held senior leadership roles at DXC Technology (2017–2018) and Hewlett Packard/HPE (joined 1989). She is the Audit Committee Chair and has been designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DXC Technology Company | Senior Vice President, General Manager | 2017–2018 | Senior leadership in IT services and modernization |
| Hewlett Packard / Hewlett Packard Enterprise | Senior Vice President & General Manager; VP Finance (U.S. Public Sector); Industry Controller (Government) | Joined 1989; senior roles prior to 2017 | Finance leadership and industry controller roles; extensive operational finance experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Crouther Consulting, LLC | Chief Executive Officer & Principal | Since 2018 | Advises IT companies |
| ICF (Nasdaq-listed) | Director | Current | Global consulting and digital services provider |
Board Governance
- Independence: The Board affirmatively determined Marilyn Crouther is independent under NYSE standards and company guidelines.
- Committee assignments and chair roles: Audit Committee Chair; member of the Compensation & Talent Committee.
- Financial expertise: Designated as an “audit committee financial expert” under SEC rules.
- Meeting cadence and attendance: FY2025 Board held 10 meetings; Audit and Compensation committees each held 4 meetings. All directors met at least the 75% attendance threshold for Board and assigned committees; all directors except Mahesh Madhavan attended the 2024 annual meeting (implying Crouther attended).
- Governance practices context: The Board maintains an independent Lead Director (Robin Freestone) and meets at least quarterly in executive session without management.
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Equity Awards ($) | Total ($) | Vesting Terms |
|---|---|---|---|---|
| FY2025 | 169,000 | 174,987 (RSUs) | 343,987 | RSUs generally vest on the earlier of the one‑year anniversary of grant or the next annual meeting; settlement may be deferred under Section 409A. |
- Mix analysis: FY2025 cash vs. equity ≈ 49.1% / 50.9% based on cash $169,000 and equity $174,987 (derived from ).
Performance Compensation
| Element | Design/Metric | FY2025 Terms |
|---|---|---|
| Performance-based equity | Not disclosed for non-employee directors | RSUs time-based vesting; no performance metrics disclosed. |
No director bonus, options, or performance metric-based compensation elements are disclosed for Ms. Crouther in FY2025.
Other Directorships & Interlocks
| Company | Role | Exchange | Interlock/Notes |
|---|---|---|---|
| ICF | Director | Nasdaq | One current public company directorship reported. |
Expertise & Qualifications
- 30+ years delivering transformational technology and IT modernization services; strong finance and accounting background.
- Audit committee financial expert designation; deep familiarity with financial reporting, internal controls, audit oversight, and risk management (including information security/privacy).
- Senior finance roles at HP/HPE (VP Finance, Industry Controller) underpin board oversight of financial integrity.
Equity Ownership
| Item | Detail |
|---|---|
| Ordinary shares (FY2025 year-end) | 15,786 |
| Director ownership guideline | 5x annual cash retainer; compliance required within 5 years of appointment. |
| Guideline compliance status | Not yet met; deadline June 1, 2026. |
Governance Assessment
-
Strengths
- Audit Committee Chair with SEC-designated financial expert status; enhances oversight of audit quality, internal controls, and risk management.
- Independent status confirmed; committee roles span audit and compensation, supporting balanced governance.
- Board operates with an independent Lead Director and quarterly executive sessions, reinforcing independence from management.
- Committee workload and attendance: met at least the 75% threshold; participated in FY2025 cadence (Board: 10; Audit: 4; Compensation: 4).
-
Alignment and Incentives
- FY2025 director pay mix is balanced between cash and equity; RSUs vest on a time basis (no performance conditions).
- Share ownership guideline in place (5x retainer), but Ms. Crouther has not yet met the threshold; has until June 1, 2026 to comply—monitor progress as a signal of alignment.
-
Potential RED FLAGS and Watch Items
- Ownership guideline shortfall as of FY2025 (time remains to meet by June 1, 2026).
- Director equity is time-based RSUs without disclosed performance metrics, limiting direct pay-for-performance linkage at the director level (common market practice but reduces performance sensitivity).
-
Risk/Conflicts
- The Audit Committee (which she chairs) oversees related person transactions and auditor independence, mitigating conflict risk; no specific related-party transactions involving Ms. Crouther are disclosed in the cited sections.