Debra Cupp
RALPH LAURENAbout Debra Cupp
Debra Cupp is an independent director of Ralph Lauren Corporation (RL) and currently serves as President of Microsoft Americas, leading sales strategy, execution, and revenue across the U.S., Canada, and LATAM; she joined Microsoft in late 2017 after six years at SAP, most recently as SVP & Managing Director of SuccessFactors North America . She holds a B.S. in Business Administration from the University of Richmond and an MBA from Saint Joseph’s University . Cupp has been a director since August 2022 and is age 54 .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | President, Microsoft Americas | Current; leads sales strategy, execution, and revenue across US, Canada, LATAM | Enterprise go-to-market leadership and digital innovation oversight |
| Microsoft Corporation | Corporate VP, Worldwide Enterprise & Commercial Industries | Prior to current role | Developed and executed Microsoft’s strategy and go-to-market approach |
| SAP (SuccessFactors) | SVP & Managing Director, SuccessFactors North America | Spent 6 years at SAP before joining Microsoft in late 2017 | Led HR cloud business sales and field operations |
External Roles
| Organization | Role | Type | Notes/Impact |
|---|---|---|---|
| Avanade | Director | Private company | Leading provider of digital and cloud services on the Microsoft ecosystem |
Board Governance
- Independence: The Board determined all non-management director nominees, including Debra Cupp, are independent under NYSE rules and company policies .
- Committees: Member, Audit Committee (financially literate) and Finance Committee; not a Chair .
- Attendance: In Fiscal 2025 the Board met 4 times; Audit (4), Nominating (4), Talent (4), Finance (5). Each director attended at least 75% of required meetings for the Board and their committees .
- Audit Committee scope: Quarterly cybersecurity oversight and AI risk/governance reviews; convenes special preparedness and business continuity sessions .
- Finance Committee scope: Oversees long-range plan alignment, strategic growth drivers, capital allocation, and strategic/financial risk .
Fixed Compensation
| Component | RL Non-Employee Director Program (FY2025) | Debra Cupp – FY2025 Actual |
|---|---|---|
| Annual cash retainer | $95,000 | $117,500 (fees earned/paid in cash) |
| Committee member fee | $15,000 per committee (Audit, Talent, Nominating, Finance) | Included in cash total; member of Audit and Finance |
| Committee chair fee | $30,000 (per chair role) | $0 (not a chair) |
| Lead Independent Director retainer | $50,000 | N/A |
| Annual equity award (RSUs) | Target $170,000; vests on one-year anniversary | $170,036 grant-date fair value |
| Total | — | $287,536 |
Notes: Retainers paid quarterly in arrears; RSUs granted on the Annual Meeting date (Aug 1, 2024) for non-employee directors; vest after one year .
Performance Compensation
| Equity Vehicle | Metric(s) | Grant/Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual) | None (time-based) | 985 RSUs, $170,036 fair value (Aug 1, 2024 grant) | 1-year cliff vest from grant date | Director equity is time-based; no performance conditions or options |
Other Directorships & Interlocks
| Company | Role | Public Co. Board? | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Microsoft Corporation | President, Microsoft Americas (executive role) | No (not a board seat) | RL’s independence review considers ordinary-course transactions and charitable ties; any such items were immaterial and did not impair independence under policies and NYSE standards . |
| Avanade | Director | No (private) | Operates in Microsoft ecosystem; no related-party transactions disclosed; independence maintained . |
RL reports Debra Cupp has zero other current public company directorships .
Expertise & Qualifications
- Senior enterprise technology operator with cross-industry experience in large-scale digital transformation and go-to-market execution, spanning public and private sectors .
- Provides board insight on customer trends and digital innovation; recognized for inclusive leadership cultures .
- Education: B.S., University of Richmond; MBA, Saint Joseph’s University .
Equity Ownership
| Measure | Amount |
|---|---|
| Class A shares beneficially owned | 3,984 (includes 996 RSUs vesting within 60 days; shares delivered July 31, 2025) |
| Ownership as % of outstanding | <1.0% (per table notation) |
| Year-end director RSUs held (incl. DEUs) | 992.5 RSUs |
| Stock ownership guidelines (directors) | 5x annual cash retainer; 50% hold-until-compliance; unvested RSUs count toward target |
| Compliance with guidelines | All non-employee directors exceeded FY2025 ownership target |
| Hedging/pledging | Prohibited for all directors; anti-hedging and anti-pledging policy in place |
| Section 16(a) compliance | All reportable transactions during FY2025 were timely filed; no delinquencies |
Governance Assessment
- Board effectiveness and alignment: Cupp strengthens RL’s oversight in cybersecurity and AI risk through Audit Committee membership and supports strategic capital allocation and performance oversight via the Finance Committee .
- Independence and conflicts: Despite her Microsoft role, RL’s annual independence process found any commercial or charitable links immaterial, preserving independence under NYSE and company standards .
- Attendance and engagement: Met company expectations (≥75% meeting attendance) amid an active FY2025 meeting cadence (Board 4x; Audit 4x; Finance 5x) .
- Ownership alignment and pay mix: FY2025 compensation combined cash retainers with time-based RSUs ($170,036), with directors required to hold 5x cash retainer and to refrain from hedging/pledging; all directors, including Cupp, exceed ownership targets .
RED FLAGS
- None disclosed specific to Cupp. Potential vendor overlap risk (Microsoft) is mitigated by RL’s independence determinations and policy framework; continue monitoring for related-party exposure in future filings .