Rajal Mehta
Capri HoldingsAbout Rajal Mehta
Rajal (Raj) Mehta is Interim Chief Financial Officer (Principal Financial Officer) of Capri Holdings, appointed effective June 20, 2025; he previously served as Chief Financial Officer of the Michael Kors brand since December 2024 and joined the company in 2008, advancing through corporate and brand FP&A roles; he holds a B.S. in Finance from NYU Stern and is 46 years old . Under his interim CFO tenure, management guidance emphasized deleveraging and margin stabilization: Q1 FY2026 call cited cash of $129m, debt of $1.67bn (net debt ~$1.5bn), FY2026 revenue outlook of $3.375–$3.45bn, gross margin ~60.5–61%, and diluted EPS of ~$1.20–$1.40, with tariff headwinds of ~$85m offset by sourcing and pricing actions . As broader context, Capri’s “pay versus performance” disclosure reported FY2025 TSR value of $173.95 (value of $100 invested framework), following $388.17 in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capri Holdings | Interim Chief Financial Officer (Principal Financial Officer) | Jun 20, 2025 – present | Principal financial officer; Sarbanes-Oxley certifications and 8‑K signatory show responsibility for disclosure controls, ICFR and external reporting . |
| Michael Kors (Capri) | Chief Financial Officer (brand) | Dec 2024 – Jun 2025 | Brand-level finance leadership prior to interim group CFO appointment . |
| Capri Holdings | Divisional VP, Corporate FP&A (and prior FP&A roles) | 2008 – 2024 | Led corporate planning/analysis across segments; long-tenured operator continuity for capital allocation and budgeting . |
| Toys “R” Us | Finance roles | Not disclosed | Prior retail finance experience (foundation for planning/merchandising analytics) . |
| Ralph Lauren | Finance roles | Not disclosed | Premium brand finance domain expertise . |
External Roles
- No public company directorships or committee roles disclosed for Mr. Mehta in Capri’s proxy or the April 1, 2025 8‑K .
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Base salary | $400,000 | Upon commencement as Interim CFO (effective at Mr. Edwards’ departure) | As disclosed in 8‑K appointment terms . |
| Target annual cash incentive | 50% of base salary | FY in role | Payable if predetermined performance metrics are met . |
| Transition bonus | $200,000 (lump sum) | On commencement as Interim CFO | Must be repaid in full if he voluntarily resigns or is terminated for “cause” within 12 months (per Capri Incentive Plan definitions) . |
| Benefits eligibility | Standard executive medical/other benefits | Ongoing | In line with similarly situated executives . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual cash incentive (Interim CFO) | Predetermined performance metrics (not specified) | Not disclosed | 50% of base salary | Not disclosed | Paid if metrics achieved | Annual; specifics not disclosed . |
| Long-term incentive eligibility | Discretionary LTI award eligibility under Incentive Plan | Not applicable | Not disclosed | Not disclosed | Committee discretion | Granted at same time as plan participants; vesting per plan; FY2025 grants to NEOs were solely time-based RSUs vesting 25% annually over 4 years (company policy context) . |
Additional program design context (company-wide): annual incentive targets historically tied 90% to financial goals and 10% to individualized ESG goals; LTI in FY2025 used only time-based RSUs due to the previously pending merger (no PRSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (proxy record date) | 12,307 shares; includes 4,327 unvested RSUs scheduled to vest within 60 days of June 9, 2025; “*” indicates <1% of outstanding shares . |
| Initial Section 16 statement (Form 3, as of event 06/20/2025; filed 06/26/2025) | 10,741 ordinary shares (Direct) . |
| RSU derivatives (Form 3 Table II) | RSUs outstanding: 2,716; 4,687; 9,704; 28,736 (all $0 exercise price); dates exercisable/expiration referenced in footnotes; ownership form Direct . |
| Vested vs unvested (near-term) | 4,327 RSUs vesting within 60 days of 6/09/2025 (proxy footnote) . |
| Options | None disclosed for Mr. Mehta (no options listed in Form 3) . |
| Hedging/Pledging | Company prohibits hedging and pledging by directors/officers/insiders; blackout periods and derivatives also restricted . |
| Stock ownership guidelines | CFO guideline = 3× base salary; newly appointed executives have five years to comply; if not in compliance, must retain 50% of after-tax shares until met . |
Employment Terms
- Appointment terms: Base $400,000; target bonus 50% of base; $200,000 transition bonus repayable if he resigns within 12 months or is terminated for cause; eligible for discretionary LTI under the Incentive Plan; no related-party transactions under Item 404 and no family relationships disclosed .
- Clawback policy: Applies to annual cash incentives and performance-based LTI tied to financial measures; three-year lookback; “no fault”; recovery via reimbursement/offset/cancellation; no indemnification or insurance for clawback obligations .
- Insider trading policy: Prohibits hedging/pledging/short sales and derivatives; prescribes blackout periods; applies to executive officers and related parties .
- Severance/CIC framework (company context): For named executives, employment agreements typically provide 1× base salary plus pro‑rata annual incentive for certain terminations (CEO has 2× base+prior bonus), and separate double‑trigger CIC agreements for select executives (2× base+target bonus, COBRA, outplacement), with no excise tax gross‑ups; Mr. Mehta’s specific severance/CIC terms were not disclosed in filings reviewed .
Performance & Track Record
- Balance sheet and leverage focus: Q1 FY2026 call disclosed cash of $129m, debt of $1.67bn, net debt ~$1.5bn, indicating deleveraging priority under interim CFO oversight .
- Guidance discipline and macro response: FY2026 revenue guidance $3.375–$3.45bn; gross margin ~60.5–61%; EPS $1.20–$1.40; tariffs estimated $85m COGS headwind (China 30%, India 25%, rest of Asia 19–20%, EU 15%); mitigation via sourcing optimization, partner cost efficiencies, selective price increases .
- Near‑term cadence: Q2 FY2026 revenue guided to $815–$835m; operating margin slightly positive; Michael Kors HSD margin, Jimmy Choo negative MSD; tax rate Q2 ~40%; shares ~119m .
- Outlook: Expect return to revenue and earnings growth in FY2027 as strategic initiatives gain traction .
Compensation Governance, Peer Group, Say‑on‑Pay (Company Context)
- Peer group (15 companies) includes Abercrombie & Fitch, PVH, Ralph Lauren, Tapestry, lululemon, Deckers, VF, Levi Strauss, Columbia, Urban Outfitters, Under Armour, Foot Locker, Hanesbrands, Burberry, American Eagle; Capri positioned around the 30th percentile for revenue and 38th percentile for market cap at the FY2025 review .
- Say‑on‑pay: 82.1% support at 2024 annual meeting; prior year (2023) 92.8% .
- Program safeguards: Double‑trigger CIC, no option repricing, no hedging/pledging, ownership guidelines (2–5× salary), clawback, and no tax gross‑ups .
Investment Implications
- Alignment and retention: Low absolute share ownership (<1%) but multi‑year RSU inventory and a 12‑month, $200k transition bonus repayment requirement reduce near‑term attrition risk; policy requires CFOs to reach 3× salary ownership within five years and to retain 50% of after‑tax shares until compliant, reinforcing alignment .
- Vesting and potential selling pressure: RSUs vesting in annual tranches (company policy 25%/year) with specific near‑term vesting (4,327 RSUs within 60 days of June 9, 2025) can create periodic liquidity windows; monitor Form 4s around June/July anniversaries for supply signals .
- Pay‑for‑performance visibility: Annual bonus metrics for the interim CFO role are not disclosed; however, company‑level guidance under Mehta emphasizes margin and FCF levers (tariff mitigation, sourcing, selective pricing), consistent with incentive alignment on profitability and cash generation; watch FY2026–FY2027 gross margin and EPS delivery vs guidance as likely bonus determinants .
- Downside protection/governance: Robust clawback and strict anti‑hedging/pledging reduce risk of misaligned behaviors; absence of disclosed special CIC/severance for Mehta (vs. broader framework for other executives) suggests limited “golden parachute” exposure unless later amended—monitor future proxies and 8‑Ks .
- Execution indicators: Delivery on FY2026 revenue ($3.375–$3.45bn) and EPS ($1.20–$1.40) amid ~$85m tariff headwinds, plus progress on net debt reduction from ~$1.5bn, would be positive signals of operational finance execution under Mehta’s stewardship .