Angela Ahrendts
RALPH LAURENAbout Angela Ahrendts
Angela Ahrendts (age 65) has served on Ralph Lauren’s Board since August 2018. She was Apple’s Senior Vice President, Retail and Online Stores from May 2014 through April 2019 and previously joined Burberry in January 2006, serving as a director and CEO beginning July 2006. She holds a Bachelor of Arts from Ball State University and brings deep global retail, digital, and brand transformation expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Senior Vice President, Retail and Online Stores | May 2014 – Apr 2019 | Led global brick-and-mortar and online retail operations |
| Burberry Group plc | Director; Chief Executive Officer | Joined Jan 2006; CEO beginning Jul 2006 | Drove brand and business transformation of a luxury fashion company |
| Liz Claiborne, Inc. | Executive Vice President | Not disclosed | Senior apparel leadership experience |
| Donna Karan International, Inc. | President | Not disclosed | Brand leadership in luxury apparel |
| U.K. Prime Minister’s Business Advisory Council | Member | Not disclosed | Policy and governance advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbnb, Inc. | Director (public company) | Current | Corporate governance; consumer technology insights |
| WPP plc | Director; Senior Independent Director (public company) | Current | Senior Independent Director role; oversight of global marketing/advertising networks |
| SKKY Partners | Senior Operating Adviser | Current | Private investment advisory |
| Save the Children International | Chair of the Board | Since Jan 2021 | Non-profit leadership |
| charity: water; The HOW Institute for Society | Non-profit board member | Current | Social impact governance |
| Oxford University Saïd Business School | Global Leadership Council member | Current | Academic advisory |
| BritishAmerican Business | Advisory Board member | Current | Transatlantic business advisory |
| Paul Polman’s Imagine CEO Circle | Member | Current | Sustainability and leadership network |
Board Governance
- Independence: RL’s Board determined all non-management nominees, including Angela Ahrendts, are independent under NYSE standards and company policies .
- Roles and Committees (Fiscal 2025): Finance Committee Chair; Member of Nominating, Governance, Citizenship & Sustainability Committee .
- Lead Independent Director: Appointed to serve as Lead Independent Director (first-time Class A Director) effective following the July 31, 2025 Annual Meeting; responsibilities include presiding over executive sessions, approving Board agendas, leading Board and CEO performance evaluations, succession planning reviews, and crisis oversight, among others .
- Attendance and engagement: In Fiscal 2025, the Board met 4 times; Finance Committee met 5; each director attended at least 75% of required meetings; all nominees attended the 2024 Annual Meeting .
- Executive sessions and stockholder engagement: Independent directors meet in executive session at each Board and Committee meeting; Lead Independent Director participates directly in stockholder engagement, with outreach to holders of >70% of Class A shares in Fiscal 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $95,000 | Paid quarterly in arrears |
| Lead Independent Director additional retainer | $50,000 | Applies to LID role; effective post-2025 meeting |
| Committee Chair retainer | $30,000 | Each of Audit, Talent, Nominating, Finance |
| Committee member retainer | $15,000 | Each committee membership |
| Angela Ahrendts fees earned (Fiscal 2025) | $155,000 | Actual cash fees paid in arrears |
| Annual equity award (target) | $170,000 | RSUs; one-year cliff vest; granted at Annual Meeting |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Aug 1, 2024 | Restricted Stock Units (Class A) | 985 | 170,036 | Vest on one-year anniversary |
- Director equity grants are time-based; no performance (TSR/ROIC) metrics apply to director awards. Performance metrics noted in the proxy apply to NEO PSU programs, not directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Airbnb, Inc. | Public | Director | No related-party transaction disclosed; independence affirmed via policy review |
| WPP plc | Public | Senior Independent Director | RL’s independence review considers charitable/commercial ties; no impairment disclosed |
| SKKY Partners | Private | Senior Operating Adviser | Not a public company board; no related-party transaction disclosed |
| Multiple non-profits | Non-profit | Board/Chair roles | Non-profit relationships considered in independence framework; immaterial contributions do not impair independence |
Expertise & Qualifications
- Retail and luxury consumer products; global physical and digital retail operations; brand transformation (Apple, Burberry) .
- E-commerce/digital/technology; consumer insights/marketing; finance/capital allocation experience per Board skills matrix .
- Policy/regulatory/governance exposure and international experience .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | RSUs Outstanding (Fiscal 2025 year-end) | Pledging/Hedging |
|---|---|---|---|---|
| Angela Ahrendts | 9,973 | Below 1% (denoted “*”) | 992.5 (incl. dividend equivalents) | Company-wide anti-hedging and anti-pledging policy for directors and employees |
| Directors’ Ownership Guidelines | 5x annual cash retainer | All covered non-employee directors exceeded targets as of Record Date | 50% hold-and-retain of net equity until guideline met | Applies to directors and senior management |
Say-on-Pay & Shareholder Feedback
| Measure | FY2023 (Aug 3, 2023) | FY2024 (Aug 1, 2024) | FY2025 (Jul 31, 2025) |
|---|---|---|---|
| Advisory vote on executive compensation (For/Against/Abstain; Non-Votes) | 278,146,514 / 5,439,881 / 45,919; Non-Votes 2,493,362 | 245,422,508 / 7,055,263 / 20,250; Non-Votes 3,240,510 | 247,955,843 / 1,948,892 / 58,875; Non-Votes 3,251,514 |
| Notable Class A director election results | Darren Walker: 19,017,937 For; 15,801,617 Withheld | Darren Walker: 15,863,899 For; 17,821,362 Withheld (Company attributes to dual-class concerns) | Angela Ahrendts: 18,215,664 For; 12,935,186 Withheld; Class A nominees saw mixed support |
- Company conducts annual outreach to >70% of Class A shares; LID participates; Board annually reviews dual-class structure with Nominating Committee and maintained it after considering costs/benefits and investor feedback .
Related Party Transactions & Conflicts
- RL maintains a formal related-party transactions policy; Nominating Committee reviews and approves/ratifies any transactions involving directors/executives, with defined de minimis and ordinary-course exceptions .
- Independence reaffirmed: RL assessed charitable and commercial ties of independent directors and deemed any indirect interests immaterial under NYSE and company standards .
- No related-party transactions involving Angela Ahrendts are disclosed in the latest proxy .
Governance Assessment
-
Strengths:
- Lead Independent Director role with robust responsibilities enhances board effectiveness, succession oversight, and investor engagement; Ahrendts appointed effective post-2025 meeting .
- Finance Committee Chair and Nominating Committee member positions give direct oversight of strategy, capital allocation, and governance/sustainability risks .
- Strong attendance (≥75% of required meetings), regular executive sessions, and active stockholder outreach with independent director participation .
- Alignment: Director equity ownership guidelines (5x retainer) exceeded by all non-employee directors; anti-hedging/pledging policy in place .
-
Watch items/RED FLAGS:
- Elevated “withheld” votes among Class A holders for certain directors in recent years reflect ongoing concerns about dual-class structure; 2025 results show mixed support for Class A nominees including Ahrendts (Class A For 18,215,664; Withheld 12,935,186) .
- Dual-class capital structure persists; Board’s Nominating Committee annually reviews and maintained structure citing stability, stewardship, and prohibitive unwind costs—continued investor scrutiny likely .
-
Implications for investors:
- Ahrendts’ elevation to LID signals emphasis on strategy engagement, board evaluations, and shareholder communication—potentially supportive for governance quality and confidence .
- Compensation and ownership structures for directors (cash + time-based RSUs; ownership guidelines) indicate alignment without performance-based risks; low conflict risk given policy framework and independence determinations .