David Lauren
RALPH LAURENAbout David Lauren
David Lauren (age 53) is Chief Branding & Innovation Officer, Strategic Advisor to the CEO, and Vice Chairman of the Board at Ralph Lauren, serving in his current officer role since April 2022 and on the Board since August 2013; he joined the company in 2000 after serving as Editor-in-Chief and President of Swing magazine . His biography highlights leadership in global branding, digital commerce, and technology initiatives that have contributed to brand strength and financial performance . Company performance metrics tied to executive pay-for-performance include Fiscal 2025 revenue of $7,145.1 million and Adjusted Operating Profit Margin of 14.5%, which drove near-maximum annual incentive payouts, with strong relative TSR over 1-, 3-, and 5-year periods versus the PSU comparator group and the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ralph Lauren Corporation | Chief Branding & Innovation Officer; Strategic Advisor to the CEO; Vice Chairman of the Board | Apr 2022–present | Oversees global branding and innovation strategy; instrumental in digital commerce growth and technology initiatives |
| Ralph Lauren Corporation | Chief Innovation Officer; Strategic Advisor to the CEO; Vice Chairman of the Board | Oct 2016–Mar 2022 | Led innovation, digital and marketing initiatives; strengthened global fashion image |
| Ralph Lauren Corporation | Advertising, Marketing, Communications, Philanthropy leadership roles | 2000–2016 | Built brand equity across channels; advanced marketing and philanthropy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ralph Lauren Corporate Foundation | President | Current | Leads corporate philanthropy strategy and programs |
| New York-Presbyterian Hospital | Board of Trustees member | Current | Governance role at major healthcare institution |
| Swing Magazine | Editor-in-Chief and President | Pre-2000 | Media leadership experience prior to joining RL |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 950,000 | 950,000 | 950,000 |
| Stock Awards ($) | 735,567 | 959,595 | 967,265 |
| Non-Equity Incentive Plan Compensation ($) | 689,700 | 973,385 | 1,900,000 |
| All Other Compensation ($) | 27,750 | 27,900 | 28,350 |
| Total ($) | 2,403,017 | 2,910,879 | 3,845,615 |
| FY2025 Employment Terms | Detail |
|---|---|
| Employment agreement | At-will; no employment agreement |
| Base salary | $950,000 in FY2025; increases to $1,000,000 effective June 29, 2025 |
| Target bonus | 100% of base salary; maximum 200% of base under EOAIP |
| Equity target value | $1.0 million in FY2025; increases to $1.2 million effective June 29, 2025 |
| Perquisites | $1,500 monthly car allowance; eligible for standard senior executive benefits |
Performance Compensation
| EOAIP Metric (FY2025) | Weight | Threshold | Target | Maximum | Actual | Payout Guidance |
|---|---|---|---|---|---|---|
| Adjusted Operating Profit Margin | 40% | 12.8% | 13.5% | 14.1% | 14.5% | 186% for R. Lauren; 200% for CEO and other NEOs; NEOs capped at 200% |
| Total Company Revenue ($mm) | 40% | 6,489.7 | 6,831.2 | 7,172.8 | 7,145.1 | Near-maximum payouts; strategic goal modifier +10% for NEOs (not applicable to R. Lauren) |
| Strategic Growth Accelerators Revenue (% YoY) | 10% | 4% | 6% | 10% | 15.4% | Above target; contributes to capped 200% payout |
| Adjusted SG&A (% revenue) | 10% | 47.7% | 47.1% | 46.4% | 47.1% | Slightly below target; overall plan still at cap |
- David Lauren’s actual FY2025 cash bonus was $1,900,000 (200% of $950,000 target), inclusive of the strategic goal modifier effect applied to NEOs .
- Long-term incentives: PSUs based 50% on three-year Adjusted ROIC and 50% on Relative TSR (performance period FY2025–FY2027), plus time-based RSUs that vest pro-rata over three years (NEOs other than R. Lauren receive 50% RSUs; PSUs comprise 50% of annual equity) .
FY2025 Plan-Based Grants (David Lauren)
| Award Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Fair Value/Share ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSU – Adjusted ROIC | 08/15/2024 | 758 | 1,516 | 3,032 | 155.7000 | 236,041 |
| PSU – Relative TSR | 08/15/2024 | 600 | 1,200 | 2,400 | 208.3400 | 250,008 |
| RSU (time-based) | 08/15/2024 | — | — | — | 158.6600 | 481,216 (3,033 units) |
Equity Ownership & Alignment
| Beneficial Ownership (Record Date) | Class A Shares | Class B Shares | Voting Power (%) |
|---|---|---|---|
| David Lauren | 3,608 | — | * |
| Outstanding Equity Awards at FY2025 Year-End (David Lauren) | Count (#) | Market Value ($) |
|---|---|---|
| RSUs – Not Vested (series 3) | 1,323 | 285,345 |
| RSUs – Not Vested (series 1) | 3,968 | 855,818 |
| RSUs – Not Vested (series 2) | 2,896 | 624,609 |
| RSUs – Not Vested (series 4) | 2,780 | 599,590 |
| PSUs – Unearned (series 6) | 4,168 | 898,954 |
| PSUs – Unearned (series 7) | 3,480 | 750,566 |
| PSUs – Unearned (series 5) | 3,033 | 654,157 |
| PSUs – Unearned (series 8) | 3,032 | 653,942 |
| PSUs – Unearned (series 9) | 2,400 | 517,632 |
| Stock Ownership Guidelines | Requirement | Status |
|---|---|---|
| Executive guideline (David Lauren) | 3x base salary ownership; 50% net shares retention until met | All NEOs exceeded FY2025 targets |
- Anti-hedging and anti-pledging policies prohibit hedging, short selling, and pledging company securities for all directors and officers, reducing alignment risks from collateralization .
Employment Terms
| Scenario | Cash Severance – Base | Cash Severance – Bonus | Equity Vesting (Accel/Cont.) | Other Benefits & Perqs | Total |
|---|---|---|---|---|---|
| By Company Without Just Cause | $950,000 | $0 | $0 | $0 | $950,000 |
| Death or Disability | $0 | $0 | $2,896,151 | $0 | $2,896,151 |
| Change in Control with Termination | $950,000 | $0 | $3,722,852 | $0 | $4,672,852 |
- Change-in-control policy features “double-trigger” vesting for unvested equity; PSUs accelerate at target only upon qualifying termination after a change-in-control; no excise tax gross-ups .
- Clawback policy provides mandatory recoupment of erroneously awarded incentive-based compensation upon an accounting restatement .
- Non-qualified deferred compensation: no reported contributions/balances for David Lauren in FY2025 .
- Perquisites include monthly car allowance; “All Other Compensation” for FY2025 totaled $28,350 for David Lauren .
Board Governance
- Board service: Director since August 2013; Vice Chairman of the Board since 2016; employee director concurrently serving as an executive officer .
- Committee roles: Company policy requires all four Board committees (Audit, Talent, Nominating, Finance) to be composed solely of independent directors; employee directors do not serve on committees and receive no director fees .
- Attendance: In Fiscal 2025, the Board met 4 times and each member attended at least 75% of required Board/Committee meetings; independent directors meet in executive session at each meeting .
- Dual-role implications: RL maintains separate Chairman (Ralph Lauren) and CEO (Patrice Louvet) roles, has a robust Lead Independent Director, and majority-independent Board (73%), which mitigates concerns from executive-director dual roles and family relationships; Class A holders elect three directors solely, and all committees are independent .
Related Party Transactions
- Family relationships: David Lauren is the son of Executive Chairman Ralph Lauren .
- Disclosed transactions: Approximately $204,000 related to beef and hides purchases from Double RL Company (wholly owned by R. Lauren) in Fiscal 2025; Jerome Lauren (brother of R. Lauren) was a paid consultant ($2,125,000 in Fiscal 2025) .
- Indemnification agreements: RL maintains indemnification agreements with each director and certain executives, including change-in-control funding of a trust upon request .
Compensation Structure Analysis
- Pay mix and caps: Compensation mix balances short-term cash (EOAIP) and long-term equity; annual cash incentives capped, PSUs capped above target; metrics reviewed with independent consultants and informed by shareholder outreach .
- Performance metrics: Short-term metrics emphasize profitable growth (Adjusted Operating Profit Margin, Revenue) plus strategic growth accelerators and SG&A efficiency; long-term metrics emphasize Adjusted ROIC and relative TSR over 3 years .
- Ownership alignment: Stringent executive ownership guidelines with holding requirements; anti-hedging/anti-pledging policy in place; all NEOs exceeded FY2025 guideline targets .
Investment Implications
- Pay-for-performance is tight: FY2025 results well above targets drove maximum EOAIP payouts and strong PSU performance calibrations (Adjusted ROIC and relative TSR), indicating alignment of incentives with shareholder value creation .
- Retention risk appears contained: Despite at-will status and no employment agreement, severance economics are modest (1x base salary for termination without cause) and meaningful unvested RSUs/PSUs plus ownership guidelines support retention and alignment .
- Selling pressure monitoring: With RSUs vesting pro-rata over three years and PSUs on a three-year cycle, monitor periodic vesting-related liquidity and any 10b5-1 plan activity; hedging/pledging prohibitions reduce collateral-driven sale risks .
- Governance considerations: Dual-class structure and family ties warrant ongoing attention, but separation of CEO/Chair roles, a strong Lead Independent Director, and independent-only committees mitigate independence concerns for an executive director .