Frank A. Bennack, Jr.
RALPH LAURENAbout Frank A. Bennack, Jr.
Frank A. Bennack, Jr. (age 92) has served on RL’s Board since January 1998; he was Lead Independent Director from Fiscal 2017 until the 2021 Annual Meeting, is currently an independent director and designated as an Audit Committee financial expert . He is Executive Vice Chairman and Chairman of the Executive Committee at The Hearst Corporation; formerly CEO of Hearst (1979–2002 and 2008–2013), and has prior public company board experience (Wyeth, JPMorgan Chase) alongside substantial nonprofit leadership posts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hearst Corporation | Executive Vice Chairman; Chairman of Executive Committee | Executive Vice Chairman since 2002; CEO 1979–2002 and 2008–2013 | Led diversified media company; brings finance, reporting, and strategic planning expertise to RL |
| Ralph Lauren Corporation | Lead Independent Director | Fiscal 2017–2021 | Strengthened independent oversight; led Board evaluations and CEO review in LID role |
| Wyeth Corporation (prior) | Director | Not disclosed | Governance experience at large-cap pharma |
| JPMorgan Chase & Co. (prior) | Director | Not disclosed | Governance experience at global financial institution |
External Roles
| Organization | Role | Current Status |
|---|---|---|
| Lincoln Center for the Performing Arts | Chairman Emeritus | Current, nonprofit |
| New York-Presbyterian Hospital | Chairman Emeritus | Current, nonprofit |
| The Paley Center for Media | Chairman | Current, nonprofit |
| Metropolitan Opera | Managing Director | Current, nonprofit |
| The Hearst Corporation | Executive Vice Chairman; Chairman of Executive Committee | Current, private company |
| Other current public company directorships | Count | 0 |
Interlock note: RL Vice Chair David Lauren serves on the Board of Trustees of New York-Presbyterian Hospital; Bennack is Chairman Emeritus of the same institution, indicating a shared nonprofit affiliation (no related-party transaction disclosed) .
Board Governance
- Committee memberships: Audit Committee member (designated audit committee financial expert); Nominating, Governance, Citizenship & Sustainability Committee member .
- Independence: RL’s Board has determined Bennack is independent; RL maintains majority-independent Board and fully independent committees .
- Attendance: Fiscal 2025—Board met 4x; Audit 4x; Nominating 4x; each director attended at least 75% of required meetings .
- Engagement: Independent directors meet in executive session at the start and end of each Board meeting; robust oversight of strategy, risk (including cybersecurity and AI), and sustainability .
Fixed Compensation
| Item (Fiscal 2025) | Amount | Notes |
|---|---|---|
| Annual director retainer (structure) | $95,000 | Standard cash for non-employee directors; paid quarterly |
| Committee membership retainer | $15,000 per committee | Audit, Talent, Nominating, Finance members each receive $15,000 |
| Committee chair retainer | $30,000 | For each committee chair (not applicable to Bennack in FY25) |
| Lead Independent Director retainer | $50,000 | Applies to LID (not applicable to Bennack in FY25) |
| Bennack—Fees earned/paid in cash | $125,000 | Aligns with $95k base + 2 committees × $15k (Audit, Nominating) |
| Bennack—Stock awards (RSUs) | $170,036 | Annual grant; 985 RSUs at Aug 1, 2024 grant; vests in one year |
| Bennack—Total FY25 director compensation | $295,036 | Cash + RSUs |
Stock ownership guidelines for directors: 5× annual cash retainer; 50% hold requirement until met; all non-employee directors exceeded targets as of record date .
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time-based RSUs | None—annual RSUs vest after one year; no PSUs or performance hurdles for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None (count 0) |
| Prior public boards | Wyeth; JPMorgan Chase |
| Nonprofit boards | Lincoln Center (Chair Emeritus); NY-Presbyterian (Chair Emeritus); Paley Center (Chair); Metropolitan Opera (Managing Director) |
| RL network overlaps | Shared NY-Presbyterian affiliation with David Lauren; no RL-related transactions disclosed |
Expertise & Qualifications
- Financial reporting, audit literacy, and capital allocation from long tenure at Hearst; designated audit committee financial expert .
- Broad governance perspective from service on multiple public and nonprofit boards .
- Strategic planning and operational leadership (former CEO and current Executive Vice Chair at Hearst) .
Equity Ownership
| Holder | Class A Shares | % of Class A | RSUs Held (FY25 year-end) | Near-term Vesting |
|---|---|---|---|---|
| Frank A. Bennack, Jr. | 31,842 | Less than 1.0% | 992.5 RSUs (incl. dividend equivalents) | 996 RSUs vest within 60 days; delivery July 31, 2025 |
Anti-hedging/anti-pledging: RL prohibits pledging, hedging, and short-selling of Company stock by directors and officers .
Governance Assessment
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Strengths for investor confidence:
- Tenured independent director with deep finance and audit expertise; designated audit committee financial expert—positive signal for financial oversight quality .
- Active roles on Audit and Nominating Committees, which oversee auditor independence, cybersecurity/AI risk, governance policies, and related-party reviews—supports board effectiveness .
- Alignment policies: robust stock ownership guidelines (met), clawback policies, anti-hedging/pledging—reducing agency risk .
-
Potential conflicts/related-party exposure:
- Executive role at Hearst (private company) could pose theoretical media/vendor overlap, but RL discloses no related-party transactions involving Bennack; Nominating Committee reviews related-party transactions under formal policy .
- Shared nonprofit affiliation (NY-Presbyterian) with David Lauren is a network interlock, not a transactional conflict per RL disclosures .
-
Red flags observed:
- None disclosed specific to Bennack: no legal proceedings; attendance threshold met; independence affirmed; no pledging/hedging; no director-specific related-party transactions .
Overall, Bennack’s profile indicates strong audit and governance contributions with minimal conflict signals per RL’s latest proxy disclosures—supportive of board credibility and risk oversight .