Michael A. George
RALPH LAURENAbout Michael A. George
Michael A. George (age 63) is an independent director of Ralph Lauren Corporation, serving since May 2018. He chairs the Audit Committee and is designated an “audit committee financial expert,” and also serves on the Talent, Culture & Total Rewards Committee and the Finance Committee, bringing deep operating and governance experience from senior roles at QVC/Qurate, Dell, and McKinsey . The Board has determined he is independent; non‑management directors meet in executive session each meeting, and all directors met or exceeded the 75% attendance threshold in Fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QVC, Inc. | President; Chief Executive Officer | President: Nov 2005–Mar 2018; CEO: Apr 2006–Mar 2018 | Led large-scale retail operations and omnichannel execution |
| Qurate Retail, Inc. (f/k/a Liberty Interactive) | Chief Executive Officer | 2018–Sept 2021 | Oversaw multi-brand retail portfolio strategy |
| Dell, Inc. | Chief Marketing Officer; VP & GM, U.S. Consumer | Mar 2001–Nov 2005 | Consumer business growth, brand/marketing leadership |
| McKinsey & Company | Senior Partner; Head, North American Retail Industry Group | Prior to 2001 | Strategy and performance improvement in retail sector |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AutoZone, Inc. | Director | Current | Public company directorship |
| National Retail Federation | Chair, Board of Directors | Prior | Industry leadership role |
| Brinker International | Director | Prior | Public company board experience |
| Qurate Retail, Inc. | Director | Prior | Public company board experience |
| Several non‑profit organizations | Director | Current | Civic and non-profit governance |
Board Governance
- Independence and attendance: The Board deems George independent; all independent directors meet without management each meeting. In FY2025, the Board met 4x, and each director attended at least 75% of required Board/committee meetings .
- Committee assignments:
- Audit Committee Chair; committee oversees audit, financial reporting, internal controls; the Audit Committee also provides oversight of cybersecurity and AI risks, with quarterly reviews and special preparedness sessions; George is an “audit committee financial expert” .
- Talent, Culture & Total Rewards Committee member; committee oversees executive compensation, human capital, succession (no interlocks) .
- Finance Committee member; committee oversees long-term strategy, capital alignment, productivity, and strategic risk .
- Governance structure: RL maintains a majority-independent board and fully independent committees and does not rely on NYSE “controlled company” exemptions; Lead Independent Director role with robust responsibilities; regular director education and third‑party board effectiveness assessments .
- Meetings structure: Independent director executive sessions occur at each Board and committee meeting; strategic special meetings and ecosystem immersion tours supplement oversight .
Fixed Compensation
| Compensation Element (Director) | FY 2025 Amount (USD) | Details |
|---|---|---|
| Annual cash retainer | $95,000 | Standard for non‑employee directors |
| Audit Committee Chair retainer | $30,000 | Chair fee |
| Talent Committee member retainer | $15,000 | Member fee |
| Finance Committee member retainer | $15,000 | Member fee |
| Cash fees reported (total) | $170,000 | Fees earned in cash per director comp table |
| Annual equity award (RSUs) – grant date fair value | $170,036 | Granted Aug 1, 2024; 985 RSUs; 1‑year vest |
| Director stock ownership guideline | 5x annual cash retainer | 50% hold‑until‑met requirement |
| Compliance with guideline | Met | All non‑employee directors exceeded target as of record date |
Notes: Annual equity awards are delivered as RSUs that vest on the first anniversary of grant; directors receive quarterly cash retainers in arrears .
Performance Compensation
Directors do not receive performance‑based incentives; equity grants are time‑vested RSUs, not tied to financial or TSR metrics. Executive performance metrics (Revenue, Adjusted Operating Profit Margin, strategic growth revenue, Adjusted SG&A, and PSU metrics like 3‑yr relative TSR and 3‑yr Adjusted ROIC) apply to NEOs, not directors .
| Metric (for Directors) | Applies in FY 2025 | Evidence |
|---|---|---|
| Financial/TSR performance conditions on director equity | No | Director equity is annual RSUs with 1‑year vesting |
| Discretionary/bonus plan for directors | No | Director comp is cash retainers + annual RSU grant |
Other Directorships & Interlocks
- Current public company board: AutoZone, Inc. .
- Prior public boards: Brinker International; Qurate Retail, Inc. .
- Compensation committee interlocks: None; Talent Committee comprised entirely of independent directors, with no related‑party disclosures or interlocks .
- Overboarding: Company policy limits other public boards; all directors comply (policy: no more than three other public boards for non‑executive directors; named executive officers face stricter limits) .
Expertise & Qualifications
- Operating leadership: Former CEO of Qurate Retail and QVC; senior roles at Dell (CMO; GM U.S. Consumer) .
- Strategy/retail: Former senior partner at McKinsey leading North American Retail practice .
- Financial oversight: Audit Committee Chair and SEC‑defined audit committee financial expert .
- Cyber/AI oversight: Audit Committee conducts quarterly cybersecurity reviews and oversees AI risk governance .
Equity Ownership
| Holding/Guideline | Status | Detail |
|---|---|---|
| Class A Common Stock owned (beneficial) | 15,558 shares | As of record date |
| Ownership as % of outstanding | <1% | Table indicates “*” (below 1%) |
| Director RSUs outstanding at FY end | 992.5 units | Includes DEUs; subject to same vesting |
| Stock ownership guideline | 5x annual cash retainer | 50% hold‑until‑met; all non‑employee directors met guideline |
| Hedging/pledging | Prohibited | Company policy bans pledging, hedging, short sales for directors |
Governance Assessment
- Strengths:
- Independent director with deep retail and operating expertise; Audit Chair designated as financial expert—positive for financial reporting credibility and risk oversight .
- Active oversight of cybersecurity and AI risks enhances board visibility into emerging enterprise risks .
- Solid alignment and hygiene: robust ownership guideline met; anti‑hedging/pledging; fully independent committees; regular executive sessions and strong attendance .
- Potential watch items:
- RL’s dual‑class structure remains a broader governance consideration for investors; however, the company does not rely on NYSE “controlled company” exemptions and maintains fully independent committees and a Lead Independent Director .
- No compensation committee interlocks or related‑party issues disclosed for George; the Board expressly reviewed director‑affiliated contributions/transactions and found them immaterial regarding independence .
Overall, George’s committee leadership (Audit Chair) and cross‑committee service (Talent and Finance) signal strong board effectiveness and oversight breadth, with compensation alignment and risk controls supportive of investor confidence .