Halide Alagoz
RALPH LAURENAbout Halide Alagoz
Chief Product & Merchandising Officer at Ralph Lauren (RL), with an employment agreement effective February 14, 2021 and amended April 10, 2022 and March 30, 2025; base salary increased to $1.0 million effective March 30, 2025 and annual equity target value raised to $2 million . She holds a bachelor’s in Industrial Engineering and a master’s in Engineering Management from Istanbul Technical University . Pay-for-performance has been strong: FY2025 EOAIP paid at the 200% cap for NEOs on near-maximum results and a +10% strategic goal modifier , and FY2023–FY2025 PSUs paid at 200% (Adjusted ROIC) and 180.88% (Relative TSR at the 82.35th percentile) . Governance prohibits hedging/pledging and uses double-trigger vesting on change-in-control; stock ownership guidelines require NEOs to hold multiples of salary and all NEOs exceeded FY2024 targets .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Ralph Lauren | Chief Product Officer | 2021–2025 | Role governed by employment agreement effective Feb 14, 2021; key terms include salary ≥$950k, 100% target bonus, $1.2M equity target, non-compete if resigned without Good Reason or terminated for cause . |
| Ralph Lauren | Chief Product & Merchandising Officer | 2025–present | Amended Mar 30, 2025; salary increased to $1.0M and annual equity target value to $2.0M . |
External Roles
No external public company board roles or outside directorships were disclosed for Ms. Alagoz in RL’s 2023–2025 proxy and 2025 Form 10-K excerpts reviewed .
Fixed Compensation
| Component | FY2025 Terms | FY2024 Terms |
|---|---|---|
| Base Salary | $1,000,000 (effective Mar 30, 2025; not less than $950,000 prior to that) | Not less than $950,000 |
| Target Bonus % | 100% of annual base salary (max 200%) under EOAIP | 100% of annual base salary (max 200%) |
| Actual Bonus Paid | $1,900,000 for FY2025 | $1,064,000 for FY2024 (Summary Compensation Table) |
| Equity Award Target Value | $2,000,000 effective Mar 30, 2025 (prior $1.2M) | $1,200,000 |
| Perquisites | Car allowance $1,500/month | Car allowance $1,500/month |
Performance Compensation
FY2025 Short-Term Annual Incentive (EOAIP)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout / Modifier |
|---|---|---|---|---|---|---|
| Adjusted Operating Profit Margin | 40% | 12.8% | 13.5% | 14.1% | 14.5% | Near maximum; NEOs capped at 200% of Target |
| Total Company Revenue ($mm) | 40% | $6,489.7 | $6,831.2 | $7,172.8 | $7,145.1 | Near maximum; NEOs capped at 200% of Target |
| Strategic Growth Accelerators Revenue (YoY %) | 10% | 4% | 6% | 10% | 15.4% | Above target |
| Adjusted SG&A Expense (% of revenue) | 10% | 47.7% | 47.1% | 46.4% | 47.1% | Slightly below target |
| Citizenship & Sustainability Modifier | — | — | — | — | 10 KPIs met/exceeded | +10% bonus modifier applied (capped within 200%) |
| Ms. Alagoz FY2025 Bonus | — | — | $950,000 | — | — | $1,900,000 actual = 200% of Target |
Long-Term Incentives (PSUs and RSUs)
| Grant Year | Instrument | Metric | Target Shares | Vesting / Performance Period | Outcome/Payout |
|---|---|---|---|---|---|
| FY2025 | PSUs | Adjusted ROIC | 2,274 | FY2025–FY2027 | In progress |
| FY2025 | PSUs | Relative TSR | 1,800 | FY2025–FY2027 | In progress |
| FY2025 | RSUs | Time-based | 4,548 | Vest pro-rata over 3 years on Aug 15 anniversaries | In progress |
| FY2024 | PSUs | Adjusted ROIC | 2,501 | FY2024–FY2026 | In progress |
| FY2024 | PSUs | Relative TSR | 2,088 | FY2024–FY2026 | In progress |
| FY2024 | RSUs | Time-based | 5,004 | Vest pro-rata over 3 years on Aug 15 anniversaries | In progress |
| FY2023 | PSUs | Adjusted ROIC | 3,072 | FY2023–FY2025 | Achieved 111.2% cumulative Adjusted ROIC; payout 200% |
| FY2023 | PSUs | Relative TSR | 2,480 | FY2023–FY2025 | Achieved 82.35th percentile; payout 180.88% |
| FY2023 | RSUs | Time-based | 6,144 | Vest pro-rata over 3 years on Aug 15 anniversaries | In progress |
Comparator Group for PSUs-Relative TSR (FY2023–FY2025) included Abercrombie & Fitch, Levi Strauss, PVH, V.F. Corp., lululemon, RH, Williams-Sonoma, Macy’s, Tapestry, Gap, Nike, Under Armour, Nordstrom, Urban Outfitters, among others .
Equity Ownership & Alignment
- Beneficial ownership: 21,247 Class A shares for Ms. Alagoz as of the Record Date (Security Ownership table) .
- Unvested awards and vesting schedules (as of FY2025 year-end):
- RSUs granted Aug 15, 2022: 2,048 unvested; vest in three equal annual installments on Aug 15, 2023/2024/2025 .
- RSUs granted Aug 15, 2023: 3,336 unvested; vest in three equal annual installments on Aug 15, 2024/2025/2026 .
- RSUs granted Aug 15, 2024: 4,548 unvested; vest in three equal annual installments beginning Aug 15, 2025 .
- Unearned PSUs included at maximum per SEC rules: FY2024 PSUs-ROIC 5,002 and PSUs-TSR 4,176; FY2025 PSUs-ROIC 4,548 and PSUs-TSR 3,600 .
- Stock ownership guidelines: NEOs must hold one to six times base salary; Ms. Alagoz’s target is 3x salary. All NEOs exceeded their FY2024 targets; guidelines include a 50% net share retention requirement until compliance is met .
- Hedging and pledging: Prohibited for directors and officers .
Outstanding Equity Awards (FY2025 year-end)
| Metric | Value |
|---|---|
| RSUs not yet vested (counts and market value) | 2,048 ($441,713), 3,336 ($719,508), 4,548 ($980,913) |
| Unearned PSUs included at maximum (counts and market value) | FY2024 ROIC 5,002 ($1,078,831); FY2024 TSR 4,176 ($900,680); FY2025 ROIC 4,548 ($980,913); FY2025 TSR 3,600 ($776,448) |
Employment Terms
- Severance (without cause or for Good Reason): 12 months base salary continuation, plus target bonus paid at end of severance period, plus pro-rata EOAIP bonus based on actual performance; continued medical/dental during severance period .
- Change-in-control (double trigger): Lump sum equal to 2x (current base salary + prior fiscal year’s bonus); immediate vesting of all unvested equity awards, with performance-based awards vesting at target .
- Restrictive covenants: One-year non-compete if resigned without Good Reason or terminated for cause; one-year non-solicit; non-disparagement; confidentiality .
- Clawback: Robust recoupment for restatement; mandatory recoupment of erroneously awarded incentive-based compensation; policies cover EOAIP and stock plans .
- No excise tax gross-ups; use of independent compensation consultant; double-trigger vesting for all equity plan participants .
Potential Payments Upon Termination (illustrative values)
| Scenario | Cash Severance – Base | Cash Severance – Bonus | Vesting of Equity Awards | Benefits Continuation | Total |
|---|---|---|---|---|---|
| By Company Without Cause / by Executive for Good Reason | $950,000 | $950,000 (100% of base salary) | $0 | $27,231 | $1,927,231 |
| Death or Disability | $0 | $0 | $3,968,296 (max PSUs would add $ value) | $0 | $3,968,296 |
| Change in Control with Termination | $1,900,000 (2x base) | $2,128,000 (2x prior fiscal year’s bonus) | $5,208,025 | $54,462 | $9,290,487 |
Performance & Track Record
Company Performance (Annual)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD Millions) | 6,443.6 | 6,631.4 | 7,079.0 |
| Revenue YoY Growth (%) | — | 2.9%* | 6.7%* |
| EBITDA ($USD Millions) | 967.2* | 1,024.9* | 1,143.0* |
Values with asterisk (*) retrieved from S&P Global.
- FY2023–FY2025 PSUs vested above target on both Adjusted ROIC and Relative TSR, indicating strong execution versus long-term value creation metrics .
- FY2025 EOAIP payout at the NEO cap reflects over-delivery on revenue and operating margin targets, plus achievement on strategic accelerators and sustainability scorecard .
Say-on-Pay & Shareholder Feedback
- FY2024 Say-on-Pay support: 97% approval; regular engagement with top institutional holders and annual program review reported .
Compensation Structure Analysis
- Cash vs equity mix: Significant at-risk pay via PSUs and RSUs with multi-year vesting; cash bonuses capped; double-trigger vesting reduces windfall risks .
- Shift in equity value: Annual equity target increased from $1.2M to $2.0M effective Mar 30, 2025, elevating long-term alignment and retention incentives .
- Performance metric design: Short-term incentives weighted 80% on revenue and operating margin, adding strategic accelerators and SG&A discipline, plus sustainability modifier; long-term incentives balanced between Adjusted ROIC and Relative TSR .
Investment Implications
- Alignment: Strong pay-for-performance linkage—near-max annual bonus payouts and above-target PSU vesting—signals execution against profitable growth and capital efficiency; prohibited hedging/pledging and ownership guidelines enhance alignment .
- Retention and change-in-control: One-year severance period with target bonus and pro-rata EOAIP provides standard protection; double-trigger 2x cash and full equity acceleration at target under CoC is competitive and could elevate retention risk costs in a transaction scenario .
- Ownership and selling pressure: FY2025 year-end shows meaningful unvested RSUs and PSUs with scheduled August 15 vesting, implying periodic withholding/sales events; company policy mitigates hedging/pledging risk, but monitor Form 4s for any discretionary sales around vest dates .
- Performance tailwinds: FY2025 revenue and operating margin exceeded targets, and three-year ROIC and TSR outperformance drove PSU payouts—positive signal for operational momentum if sustained through current strategic plan period .