Darren Walker
RALPH LAURENAbout Darren Walker
Darren Walker (age 65) has served as an independent Class A director of Ralph Lauren Corporation since July 2020. He is President of the Ford Foundation (since 2013) and brings deep experience in human capital, sustainability, and public policy; he holds a BA, BS, and JD from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Foundation | President | 2013–present | Global social impact leadership; impact investing advocacy |
| Rockefeller Foundation | Vice President | — | Oversaw global and domestic programs |
| Abyssinian Development Corporation | Chief Operating Officer | — | Led Harlem’s largest community development organization |
| UBS; Cleary Gottlieb Steen & Hamilton | Finance professional; Legal (early career) | ~10 years finance (dates not specified) | Private sector and legal training |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| PepsiCo, Inc. | Public company | Director | Current public directorship |
| Bloomberg, L.P. | Private company | Director | — |
| National Gallery of Art; Lincoln Center for the Performing Arts; Friends of the High Line; Friends of Art & Preservation in Embassies | Non‑profit | Director/Trustee | Multiple cultural and civic boards |
| US Impact Investing Alliance | Non‑profit | Co‑founder & Chair | Focus on ESG/impact investing |
Board Governance
- Independence and attendance: The Board determined Mr. Walker is independent; each director attended at least 75% of required Board and committee meetings in FY2025 (Board met 4x; Audit 4x; Nominating 4x; Talent 4x; Finance 5x) .
- Executive sessions: Independent directors meet in executive session at the start and end of each regular Board meeting and at least quarterly; Lead Independent Director presides .
- Committee assignments (FY2025): Member, Talent, Culture & Total Rewards Committee; Member, Nominating, Governance, Citizenship & Sustainability Committee; not a chair .
- Related‑party safeguards: Nominating Committee reviews related‑party transactions; independence assessment considered charitable contributions to entities affiliated with directors and found indirect interests immaterial under NYSE standards .
| Committee | Role | Key Oversight Areas |
|---|---|---|
| Talent, Culture & Total Rewards | Member | Executive compensation, human capital, succession planning; independent advisors used; no interlocks or related‑party disclosures among FY2025 members |
| Nominating, Governance, Citizenship & Sustainability | Member | Director nominations, governance policies, related‑party reviews, CEO succession policies, and ESG oversight; annual review of dual‑class structure |
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Cash retainer earned (FY2025) | $125,000 | Fees earned/paid in cash |
| Annual director cash retainer | $95,000 | Standard cash retainer; paid quarterly |
| Committee member retainers | $15,000 per committee | Audit/Talent/Nominating/Finance, each |
| Committee chair retainer | $30,000 | Not applicable to Walker (not a chair) |
| Lead Independent Director retainer | $50,000 | Not applicable to Walker |
Performance Compensation
| Equity Element | Grant Date | Instrument | Grant Size (units) | Grant Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| Annual equity award (FY2025 cycle) | Aug 1, 2024 | RSUs (Class A) | 985 | $170,036 | Cliff vest on one‑year anniversary of grant | None (time‑based) |
Director equity awards are time‑vested RSUs with no performance metrics; dividend equivalent units accrue and vest on the same schedule .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Exposure |
|---|---|---|
| PepsiCo, Inc. (Director) | Consumer staples | Current public company directorship; RL overboarding policy allows up to three other public boards; Walker is within limits . |
No Talent Committee interlocks or related‑party relationships were disclosed for FY2025 committee members (includes Walker) . The Nominating Committee conducts related‑party transaction oversight; independence review considered any charitable ties immaterial .
Expertise & Qualifications
- Human capital, sustainability, and public policy expertise from leadership of a global foundation and multiple civic boards .
- Legal and finance background (Cleary Gottlieb; UBS) supporting governance and risk oversight .
- Education: BA, BS, JD – University of Texas at Austin .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership of RL Class A | 7,452 shares (<1%) | As of record date; less than 1% of class |
| Director RSU holdings (FY2025 year‑end) | 992.5 RSUs (incl. DEUs) | Held at FY2025 year‑end |
| Ownership guidelines | 5x annual cash retainer | Applies to non‑employee directors |
| Compliance status | All covered directors exceeded target | As of record date |
| Hedging/pledging | Prohibited for directors | Anti‑hedging and anti‑pledging policy |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY2025) | All reportable transactions were timely filed per company review |
Governance Assessment
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Strengths:
- Independent director with dual committee service across compensation and governance/ESG; strong attendance culture and independent‑only executive sessions .
- Pay structure emphasizes alignment via annual RSU grants; directors subject to robust ownership guidelines (5x retainer) with anti‑hedging/pledging restrictions; all non‑employee directors exceeded targets .
- No Talent Committee interlocks or related‑party disclosures; Nominating Committee conducts related‑party oversight; independence considers charitable affiliations immaterial under NYSE standards .
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Watch items / RED FLAGS:
- 2024 vote signal: As a Class A director, Walker received under 50% of Class A votes cast in August 2024; company attributes withhold votes to concerns about the dual‑class structure (Walker was the only Class A director on the Nominating Committee) and reaffirmed his nomination following shareholder outreach. While not tied to his performance, this remains a governance sentiment risk to monitor in future elections .
- Dual‑class scrutiny: The Nominating Committee annually reviewed and maintained the dual‑class structure; this ongoing structure can attract investor opposition despite the company’s rationale on stability and costs of unwinding .
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Overall: Walker’s governance profile supports board effectiveness in compensation and governance/ESG oversight with solid ownership alignment and no identified conflicts; the 2024 withhold outcome appears structure‑driven rather than director‑specific but should be tracked for any continuing impact on investor confidence .