Justin Picicci
RALPH LAURENAbout Justin Picicci
Justin Picicci is Chief Financial Officer (CFO) of Ralph Lauren Corporation, appointed effective May 23, 2024, under an employment agreement with no fixed term and a minimum base salary of $700,000 . During Fiscal 2025, RL delivered Total Company Revenue of $7,145.1 million (105% of target) and Adjusted Operating Profit Margin of 14.3% (107.4% of target), and reported strong TSR outperformance versus the PSU Comparator Group and the S&P 500 over 1-, 3- and 5-year periods, aligning executive pay with performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in available filings |
No prior biography details for Mr. Picicci were disclosed in RL’s proxy materials; the filing notes his CFO appointment effective May 23, 2024 .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in available filings |
Fixed Compensation
| Metric | FY 2025 | Notes |
|---|---|---|
| Base Salary (contract floor) | $700,000 | Minimum per employment agreement |
| Base Salary Paid | $685,385 | Actual cash salary in FY 2025 |
| Target Bonus % of Salary | 100% | EOAIP; max 200% of salary |
| Target Bonus ($) | $685,440 | Based on contract target and FY 2025 salary |
| Actual Bonus Paid | $1,370,879 | Capped at 200% payout; strategic modifier applied |
Perquisites include a yearly car allowance of $18,000 and standard executive benefits (e.g., 401(k) match) .
Performance Compensation
FY 2025 Annual Cash Incentive (EOAIP)
| Metric | Weight | Target | Actual | Payout Direction |
|---|---|---|---|---|
| Total Company Revenue | 40% | Company-set | 105% of target | Above target |
| Adjusted Operating Profit Margin | 40% | Company-set | 14.3% (107.4% of target) | Above target |
| Strategic Growth Accelerators Revenue (Women’s, Outerwear, Handbags/SLGs) | 10% | Company-set | +15.4% YoY | Above target |
| Adjusted SG&A Expense (% of revenue, ex Mktg/Ad) | 10% | Company-set | Slightly below target | Slightly below |
| Citizenship & Sustainability Scorecard (modifier) | — | ±10% | Met/Exceeded → +10% applied | Upward modifier |
Result: FY 2025 EOAIP payout formula produced ~204.6% of target, capped at 200% for NEOs (Picicci’s bonus paid at cap) .
FY 2025 Equity Awards (Granted Aug 15, 2024)
| Grant Type | Approval Date | Grant Date | Target Shares | Max Shares | Grant-Date Fair Value/Share | Total Grant-Date Fair Value | Performance Metric | Performance Period | Vesting |
|---|---|---|---|---|---|---|---|---|---|
| PSUs – Adjusted ROIC | 08/15/2024 | 08/15/2024 | 1,820 | 3,640 | $155.70 | $283,374 | Cumulative Adjusted ROIC | FY 2025–FY 2027 | Earn based on performance |
| PSUs – Relative TSR | 08/15/2024 | 08/15/2024 | 1,440 | 2,880 | $208.34 | $300,010 | Relative TSR vs comparator | FY 2025–FY 2027 | Earn based on performance |
| RSUs (time-based) | 08/15/2024 | 08/15/2024 | 3,639 | N/A | $158.66 | $577,364 | N/A | N/A | Pro-rata over 3 years on grant anniversary |
Notes:
- PSUs use pre-established goals; ROIC PSUs use cumulative Adjusted ROIC, TSR PSUs valued via Monte Carlo .
- All NEO equity granted under the 2019 Stock Incentive Plan; RSUs vest pro-rata over three years on the anniversary of grant date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 2,575 shares; <1% of outstanding; address of record: 650 Madison Avenue, New York, NY |
| Stock Ownership Guidelines | CFO must hold ≥3x base salary; all NEOs exceeded FY 2025 targets |
| Hedging/Pledging Policy | Company prohibits hedging and pledging for directors, officers, and employees |
| Vested vs Unvested (FY 2025 YE) | Unvested RSUs: 1,877; 4,308; 3,639 with market values $404,831; $929,149; $784,860 respectively. Unearned PSUs: 3,640; 2,880 with market/payout values $785,075; $621,158 |
| Stock Vested in FY 2025 | 5,068 shares vested from RSUs; value realized $835,587 (market price $164.875 on 08/15/2024) |
Implication: Upcoming pro-rata RSU vesting and PSU performance certification in FY 2026–FY 2027 can create incremental selling pressure as awards deliver, though anti-hedging/pledging reduces misalignment risk .
Employment Terms
| Provision | Key Terms |
|---|---|
| Term | Indefinite; terminable per agreement |
| Base Salary | Not less than $700,000 |
| Target Bonus | 100% of salary; max 200% |
| Annual Equity Target | $1.2 million grant value |
| Severance (No CIC) | If terminated without cause or resign for Good Reason: 12 months base salary paid over period + target bonus at end + continued group medical/dental during severance |
| Severance (CIC + Qualifying Termination) | Lump sum equal to 2x base salary + prior fiscal year bonus; immediate vest of stock options; PSUs/restricted shares deemed vested immediately prior to CIC; double-trigger vesting policy applies companywide; no excise tax gross-up |
| Restrictive Covenants | 1-year non-compete (if terminated for cause or resign without Good Reason), 1-year non-solicit, non-disparagement, confidentiality; cause definitions and cure rights defined |
Potential Payments Upon Termination (Estimates at 03/28/2025, stock price $215.68)
| Scenario | Cash Severance – Base | Cash Severance – Bonus | Equity Vesting Value | Benefits Continuation | Total |
|---|---|---|---|---|---|
| For Cause / Without Good Reason | $0 | $0 | $0 | $0 | $0 |
| Without Cause / For Good Reason | $700,000 | $700,000 | $0 | $27,231 | $1,427,231 |
| Death or Disability | $0 | $0 | $1,829,973 | $0 | $1,829,973 |
| CIC + Qualifying Termination | $1,400,000 | $1,317,230 | $2,821,957 | $54,462 | $5,593,649 |
Performance & Track Record
- Fiscal 2025 delivered revenue of $7,145.1 million and Adjusted Operating Profit Margin of 14.3%, both exceeding targets, supporting maximum annual bonus payouts (capped at 200%) for NEOs including the CFO .
- RL’s TSR substantially outperformed both the PSU Comparator Group and S&P 500 across 1-, 3-, and 5-year periods used for PSUs, directly affecting long-term PSU payouts .
Compensation Structure Analysis
- Pay mix emphasizes variable performance-aligned pay via EOAIP and PSUs (Adjusted ROIC and Relative TSR) with RSUs for retention; caps on cash incentives and PSUs discourage excessive risk-taking .
- Double-trigger CIC equity vesting and absence of excise tax gross-ups are shareholder-friendly terms that moderate golden parachute risk .
- Stock ownership guidelines and the company’s anti-hedging/anti-pledging policy increase alignment and reduce potential misalignment risks; NEOs met/exceeded ownership targets .
Related Party Transactions and Red Flags
- Anti-hedging and anti-pledging in place; clawback policy mandates recoupment of erroneously awarded incentive-based compensation in event of restatement .
- No excise tax gross-ups in employment agreements; change-in-control payouts require termination (double trigger) .
- Section 16(a) reports were timely in FY 2025 per company review .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial Shares (Class A) | 2,575 (<1%) |
| Unvested RSUs (counts, values) | 1,877 ($404,831); 4,308 ($929,149); 3,639 ($784,860) |
| Unearned PSUs (counts, values) | 3,640 ($785,075); 2,880 ($621,158) |
| FY 2025 RSU Vesting | 5,068 shares vested; $835,587 value realized |
| Ownership Guidelines | CFO 3x salary; exceeded |
| Pledging/Hedging | Prohibited |
Investment Implications
- Near-term selling pressure: RSUs vest pro-rata annually on 08/15 and PSUs certify over FY 2025–FY 2027; as awards deliver, incremental supply may occur, though policy prohibits hedging/pledging .
- Pay-for-performance: Strong linkage to revenue, margin, ROIC, and TSR drives incentive outcomes; FY 2025 metrics at/above target led to max cash payouts, indicating sensitivity to top-line and margin execution .
- Governance risk moderated: Double-trigger CIC vesting, no excise tax gross-ups, and clawback policy limit parachute optics and enhance accountability .
- Alignment: CFO meets ownership requirements and is subject to hold requirements, supporting long-term alignment; beneficial ownership remains modest (<1%), typical for newer NEOs .