Robin Freestone
Capri HoldingsAbout Robin Freestone
Robin Freestone, age 66, has served on the Capri Holdings (CPRI) Board since 2016 and is currently the independent Lead Director. He serves on the Audit Committee (designated as an “audit committee financial expert”) and the Compensation & Talent Committee. A retired FTSE 100 CFO with extensive international finance experience (ex‑Pearson plc CFO), he is affirmed independent under NYSE standards and the company’s guidelines. His current Class III term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pearson plc | Chief Financial Officer | 2006–Aug 2015 | FTSE 100 CFO experience across international businesses |
| Pearson plc | Deputy Chief Financial Officer | 2004–2006 | Senior finance leadership |
| Amersham plc | Senior financial positions | 2000–2004 | International finance roles |
| Henkel Chemicals UK Ltd | Senior financial positions | 1995–2000 | Finance leadership |
| ICI/Zeneca Agrochemicals (now Syngenta) | Finance roles | 1985–1995 | Global operations exposure |
| Touche Ross (now Deloitte) | Early accounting career | N/A | Professional accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Intertek plc | Non‑Executive Director | Since Apr 2025 | UK FTSE 100 testing/inspection; governance and risk expertise |
| Aston Martin Lagonda | Former Director | Prior service | Automotive sector exposure |
| Moneysupermarket.com | Former Chairman of the Board | Prior service | Digital/consumer platform oversight |
Board Governance
- Roles: Lead Independent Director (presides in executive sessions; agenda/meeting scheduling authority; liaison to shareholders; leads CEO evaluation with Comp Chair; ensures Board independence). Executive sessions held at least quarterly.
- Committees: Audit Committee member (financial expert) and Compensation & Talent Committee member.
- Independence: Board determined Mr. Freestone is independent; all committee members are independent.
- Attendance: Each director attended at least 75% of Board and respective committee meetings in FY2025; Board met 10 times; each standing committee met 4 times. Mr. Freestone attended the 2024 annual meeting (all directors except Mr. Madhavan attended).
- Compensation interlocks: None—no member of the Compensation & Talent Committee had relationships requiring Item 404 disclosure; no cross‑board executive interlocks.
Fixed Compensation
Director fee schedule (Fiscal 2025):
| Component | Amount |
|---|---|
| Annual Cash Retainer | $100,000 |
| Lead Director Retainer | $50,000 |
| Audit Chair | $35,000 |
| Compensation & Talent Chair | $30,000 |
| Governance Chair | $30,000 |
| Committee Service | $12,500 per committee |
| Travel Fee (international trip to Board meeting) | $3,000 |
Mr. Freestone’s FY2025 director pay:
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $178,000 |
| Share Awards (RSUs grant‑date fair value) | $174,987 |
| Total | $352,987 |
Notes:
- Equity awards to any director are capped at $500,000 grant‑date fair value per fiscal year (excluding elective fee deferrals into equity).
Performance Compensation
Annual non‑employee director equity (Fiscal 2025):
| Item | Detail |
|---|---|
| RSU Annual Grant (fair value) | Approximately $175,000 per director; Mr. Freestone $174,987 (grant‑date fair value) |
| Grant Timing | On the date of the annual meeting of shareholders |
| Vesting | Cliff‑vest on earlier of one year from grant or the next annual meeting |
| Deferral | Settlement may be deferred in compliance with Section 409A |
There are no performance conditions disclosed for director RSUs (time‑based vesting).
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Intertek plc | Non‑Executive Director (since Apr 2025) | No disclosed supplier/customer/competitor conflict with Capri; governance/risk skill adjacency beneficial |
| Aston Martin Lagonda (prior) | Director | No Capri conflict disclosed |
| Moneysupermarket.com (prior) | Chairman | No Capri conflict disclosed |
- Compensation Committee Interlocks: None for Capri in FY2025.
Expertise & Qualifications
- Designated “audit committee financial expert” under SEC rules; deep finance/accounting, risk management, and international business expertise.
- FTSE 100 CFO track record (Pearson plc), broad multi‑industry finance leadership.
- Lead Independent Director capabilities and board process leadership.
Equity Ownership
| Item | Status |
|---|---|
| Ordinary Shares Beneficially Held (FY2025 year‑end) | 23,675 |
| Director Ownership Guideline | Minimum 5x annual cash retainer within 5 years |
| Compliance with Guideline | Meets guideline (ü) |
| Hedging/Pledging | Company policy prohibits buying on margin, pledging, short sales, and derivatives/hedging in Capri securities |
Insider Trading & Section 16 Compliance
| Item | FY2025 Disclosure |
|---|---|
| Section 16(a) Compliance | Company believes all reportable transactions were timely filed during FY2025 |
| Form 4 Transactions (Proxy) | The proxy does not itemize Mr. Freestone’s individual Form 4 transactions; no additional director‑specific transactions disclosed beyond Security Ownership information |
Governance Assessment
-
Positives
- Strong independent leadership: Lead Director with defined authorities; quarterly executive sessions; enhances board independence.
- Financial oversight strength: Audit Committee member and SEC‑designated “financial expert”; bolsters controls and reporting oversight.
- Engagement: ≥75% attendance threshold met in FY2025; Board 10 meetings; committees 4 each; annual meeting attendance confirmed.
- Alignment: Director ownership guideline of 5x retainer; Freestone meets guideline; no hedging/pledging policy supports alignment.
- Pay structure: Balanced mix of cash and equity (FY2025 ~$178k cash/$175k equity); director equity awards capped at $500k/year; RSU vesting aligned with service.
-
Monitoring points
- External commitments: New Intertek plc NED role as of April 2025—adds time demands but provides relevant governance/risk expertise; continue monitoring workload/attendance.
- Related‑party vigilance: Capri discloses a robust Related Person Transactions Policy overseen by the Audit Committee; the 2025 proxy highlights a CEO aircraft arrangement but no Freestone‑specific transactions—continue to review future proxies for any changes.
Overall, Freestone’s independent leadership, financial expertise, ownership alignment, and committee roles signal strong governance support for investor confidence, with limited conflict risk evident in current disclosures.