Stephen Reitman
Capri HoldingsAbout Stephen F. Reitman
Stephen F. Reitman, age 77, has served on Capri Holdings’ Board since December 2011 and is currently classified as an independent director. He is Executive Chairman of Reitmans (Canada) Limited, a specialty womenswear retailer, and previously served as Reitmans’ President and CEO (Jan 2020–Sep 2023) after earlier roles including President and COO; he has been an officer and director at Reitmans since 1984, bringing deep retail operations experience to Capri’s board . He serves on Capri’s Audit Committee and Governance, Nominating and Corporate Social Responsibility Committee and is a Class I director with term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reitmans (Canada) Limited | Executive Chairman | Sep 2023–present | Long-tenured retail operator with “in-depth industry knowledge and strong retail operations background” |
| Reitmans (Canada) Limited | President & CEO | Jan 2020–Sep 2023 | Led turn-around and operations; extensive retail leadership experience |
| Reitmans (Canada) Limited | President & COO; Officer/Director | 1984–2019 | Multi-decade operating leadership; board-level perspective |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Reitmans (Canada) Limited | Executive Chairman; Director | Yes (Canada) | Capri proxy shows Reitman has “Other Public Company Boards: 1”; his biography identifies Reitmans as his external board/executive role . |
Board Governance
- Committee memberships: Audit Committee (member) and Governance, Nominating & Corporate Social Responsibility Committee (member) .
- Independence: Board affirmatively determined Reitman is independent under NYSE and Capri guidelines .
- Attendance: Each director attended at least 75% of Board/committee meetings in Fiscal 2025; Board met 10 times and each standing committee met 4 times . At the 2024 annual shareholders’ meeting, all directors except Mahesh Madhavan attended; at the 2023 annual shareholders’ meeting, all directors except Stephen F. Reitman attended .
- Executive sessions: Board meets at least quarterly in executive session without management; Lead Independent Director presides .
- Board structure: Combined Chair/CEO with robust Lead Director counterbalance and fully independent committees; Reitman is not designated a financial expert (F) on the Audit Committee roster .
- Tenure/class: Class I director, term expiring in 2027 .
- Transaction context: Under the Tapestry merger agreement, Capri’s then-current directors are required to resign immediately prior to the effective time of the merger (resignation condition at closing) .
Fixed Compensation
| Element | Fiscal 2025 Amount | Fiscal 2024 Amount | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 137,000 | 131,000 | Includes annual retainer and committee service fees. |
| Equity Awards (RSUs) – Grant Date Fair Value ($) | 174,987 | 174,996 | Annual director grant (approx. $175k). |
| Annual Cash Retainer (structure) | 100,000 | 100,000 | Same retainer framework disclosed. |
| Committee Cash Service Payment | $12,500 per committee | $12,500 per committee | Applies to Audit and Governance committees. |
| Travel Fee | $3,000 per international trip to Board meeting | $3,000 per international trip | Reimbursed expenses also allowed. |
Performance Compensation
| Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs (non-employee director) | ~$175,000 (FY25: $174,987; FY24: $174,996) | Cliff vest on earlier of 1-year from grant or next annual meeting; settlement may be deferred under 409A | None; RSUs are time-based (no disclosed performance conditions) |
- Deferral elections: Directors may elect to defer retainer/fees into deferred share units in accordance with 409A procedures .
- Award limits: Aggregate grant date fair value of director awards per fiscal year capped at $500,000 (excludes awards in lieu of cash) .
Other Directorships & Interlocks
| Company | Role | Relationship to Capri | Potential Conflict/Interlock |
|---|---|---|---|
| Reitmans (Canada) Limited | Executive Chairman; Director | Apparel retail; adjacent industry | Overlap in apparel/retail sector; Capri determined Reitman independent; no Item 404 related-person transactions disclosed; Compensation Committee interlocks: none . |
Expertise & Qualifications
- Extensive executive experience in retail operations with in-depth industry knowledge and strong operations background, accumulated through decades at Reitmans .
- Board-level governance involvement across Audit and Governance committees (risk oversight, succession, ESG) .
Equity Ownership
| Holder | Ordinary Shares | Meets Ownership Guidelines | Ownership vs Outstanding |
|---|---|---|---|
| Stephen F. Reitman | 20,569 | Yes (guideline is 5× annual cash retainer, within 5 years of appointment) | Less than 1% of 117,923,400 shares outstanding |
- Director share ownership guidelines: Each non-employee director must attain at least 5× the annual cash retainer within five years; Reitman meets the guideline .
- Hedging policy: Capri prohibits hedging of company stock as part of governance practices .
Governance Assessment
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Alignment: Meets director share ownership guideline; holds 20,569 shares; annual equity aligned via RSUs; no hedging permitted .
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Independence & committee engagement: Affirmed independent; active on Audit and Governance committees, which oversee financial reporting, risk, related-person transactions, succession, and ESG .
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Attendance/engagement: At least 75% attendance in FY25 across Board/committees; however, Reitman did not attend the 2023 annual shareholders’ meeting, a minor engagement flag; attendance improved in 2024 (he attended) .
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Compensation structure: Cash up modestly YoY ($131k→$137k) with stable equity (~$175k); RSUs are time-based, not performance-conditioned; award cap at $500k constrains pay inflation .
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Conflicts/related-party risk: No related-person transactions disclosed; Compensation Committee interlocks absent; outside executive role at Reitmans presents industry adjacency but independence reaffirmed .
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Continuity risk: Tapestry merger agreement requires board resignations at closing, potentially ending Reitman’s Capri tenure at the effective time; retain awareness for governance continuity .
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RED FLAGS
- Missed 2023 annual shareholders’ meeting (isolated incident; engagement watch item) .
- Outside executive chair role at another apparel retailer (Reitmans) suggests potential industry overlap; nevertheless, no related-party transactions disclosed and independence affirmed .