Patrice Louvet
RALPH LAURENAbout Patrice Louvet
Patrice Louvet is President and Chief Executive Officer of Ralph Lauren Corporation and a Class B director since July 2017; he is 60 years old and holds degrees from École Supérieure de Commerce de Paris and an MBA from the University of Illinois . Under his tenure, RL’s strategy delivered strong FY2025 results: constant-dollar revenue of $7,145.1 million (105% of target) and adjusted operating profit margin of 14.3% (107.4% of target), supporting maximum annual incentive payouts and strong multi-year TSR outcomes versus peers . RL’s total shareholder return value of a $100 investment reached 347.92 in FY2025 versus 113.98 for the peer index, with net income of $742.9 million and adjusted operating margin of 14.3% in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procter & Gamble | Group President, Global Beauty | Feb 2015–Jul 2017 | Led major global business unit; deep experience in building and growing prestige brands . |
| Procter & Gamble (Gillette) | Group President, Global Grooming | Not disclosed (prior to 2015) | Oversaw globally recognized grooming franchise; brand transformation and innovation experience . |
| Procter & Gamble | President, Global Prestige Business | Not disclosed (prior to 2015) | Managed internationally renowned prestige brands; transformation and innovation . |
| French Navy | Naval Officer, Admiral Aide de Camp | 1987–1989 | Leadership and discipline background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Danone (public company) | Director | Since Apr 2022 | Current public company board service . |
| Hospital for Special Surgery | Board of Trustees | Not disclosed | Non-profit governance role . |
| Fashion Pact | CEO Advisory Council | Not disclosed | Sustainability coalition leadership . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,350,000 | 1,350,000 | 1,350,000 |
| Target Bonus (% of Salary) | 300% (EOAIP terms) | 300% (EOAIP terms) | 300% (EOAIP terms) |
| Actual Bonus ($) | 3,920,400 | 4,536,000 | 8,100,000 |
| Stock Awards – Grant Date Fair Value ($) | 9,110,544 | 10,651,323 | 13,541,857 |
| All Other Compensation ($) | 90,412 | 91,245 | 87,578 |
| Total Compensation ($) | 14,471,356 | 16,628,568 | 23,079,435 |
Notes:
- FY2025 perquisites included car service ($42,228), financial planning ($30,000), concierge medical, and 401(k) matching .
- Base salary floor at least $1.35 million per employment agreement .
Performance Compensation
Annual Cash Incentive (EOAIP) – FY2025 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Total Company Revenue (constant FX) | 40% | Internal target (undisclosed) | $7,145.1M; 105% of target | Above target; contributes to 200% cap | Exceeded FY2024 reported revenue by $513.7M . |
| Adjusted Operating Profit Margin | 40% | Internal target (undisclosed) | 14.3%; 107.4% of target | Above target; contributes to 200% cap | Above FY2024 reported 12.5% . |
| Strategic Growth Accelerators Revenue (Women’s, Outerwear, Handbags & SLG) | 10% | Growth vs prior year | +15.4% YoY; above target | Above target | Spotlight high-potential categories . |
| Adjusted SG&A Expense (ex Mktg & Adv.) as % of revenue | 10% | Internal target (undisclosed) | Slightly below target | Slightly below | Operational excellence focus . |
| Citizenship & Sustainability Scorecard Modifier | ±10% | Achieve defined goals | Met/exceeded; +10% upward adjustment | +10% modifier applied | Supports positive social/environmental impact . |
| Total EOAIP Payout | — | — | Calculated 204.6%; capped at 200% | 200% of target | NEO payouts capped at 200% . |
Long-Term Equity Incentives (2019 Stock Incentive Plan)
| Award Type | Metric | Weighting in CEO’s Annual Equity | Performance Period | Vesting | FY2023–FY2025 Payouts (if applicable) |
|---|---|---|---|---|---|
| PSUs – Adjusted ROIC | Adjusted ROIC | ~25% | FY2025–FY2027 | Cliff at end of period | For prior cycle FY2023–FY2025, payouts at 200% of target . |
| PSUs – Relative TSR | Relative TSR vs PSU Comparator Group | ~25% | FY2025–FY2027 | Cliff at end of period | For prior cycle FY2023–FY2025, above target payouts due to strong relative TSR . |
| RSUs (time-based) | N/A | ~50% | N/A | Pro-rata over 3 years | RSUs vest annually on 3-year pro-rata schedule . |
Additional details:
- FY2025 grant sizes: PSUs-ROIC target 21,228 sh and PSUs-TSR target 16,800 sh; RSUs 42,459 sh (grant date Aug 15, 2024) .
- No stock options were granted or continued to vest during FY2025–FY2021 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 42,166 Class A shares; <1% of outstanding voting power . |
| Stock Ownership Guidelines | CEO required to hold 6× base salary; all NEOs exceeded guidelines in FY2025 . |
| Anti-Hedging/Anti-Pledging | Company policy prohibits pledging, hedging, or short selling by directors, officers, and employees . |
| Vested vs Unvested – RSUs (as of FY2025 year-end) | Unvested RSUs of 16,383 sh (deliver 8/15/2025), 30,850 sh (deliver in equal annual installments on 8/15/2025 and 8/15/2026), and 42,459 sh (deliver in three equal annual installments beginning 8/15/2025) . |
| Unvested Performance-Based Awards (PSUs/PRSUs) | 80,484 unvested performance-based shares subject to upward/downward adjustment . |
| Outstanding Equity Awards – Market Values | Examples: 16,383 RSUs valued $3,533,485; 49,150 RSUs valued $10,600,672; 35,879 RSUs valued $7,738,383; 30,850 RSUs valued $6,653,728; multiple PSU lines with market/payout values disclosed . |
| FY2025 Stock Vested | 93,061 shares vested; value realized $16,346,786 (RSUs and performance-based awards) . |
Upcoming delivery cadence (potential supply overhang consideration):
- 8/15/2025: delivery of 16,383 RSUs and first installments from 30,850 RSUs and 42,459 RSUs (equal annual installments begin) .
- 8/15/2026: second installments of 30,850 RSUs and 42,459 RSUs .
- 8/15/2027: final installment of 42,459 RSUs .
Employment Terms
| Term | Key Provision |
|---|---|
| Role & Start Date | President & CEO; director since July 2017 . |
| Agreement Term | Indefinite until terminated per agreement . |
| Base Salary | Not less than $1.35 million . |
| Annual Bonus (EOAIP) | Target 300% of salary; max 600% of salary . |
| Annual Equity Target | Aggregate target value $14 million under 2019 Plan . |
| Severance (No Cause/Good Reason) | Cash severance $10,800,000; continued medical/dental benefits $51,086; equity treatment per retirement status/one-time award conditions; total illustrative value $44,361,575 at FY2025 prices . |
| Death/Disability | Equity vests/continues as specified; total equity value $33,510,489 at FY2025 prices . |
| Change-in-Control (Double Trigger) | Cash severance $10,800,000; immediate equity vesting at target for performance-based awards; total illustrative value $57,133,210 at FY2025 prices; Section 280G cutback to 2.99× base amount if applicable . |
| Clawback | Mandatory recoupment of erroneously awarded incentive-based compensation upon accounting restatement; robust policies in place . |
| Hedging/Pledging | Prohibited for directors, officers, and employees . |
Board Governance
- Board service: Class B director since July 2017; as CEO, not independent; RL maintains separate Chairman (Executive Chairman Ralph Lauren) and CEO roles .
- Committee roles: All Board committees are fully independent; CEO does not serve on committees; independent directors met at least quarterly in executive session, at both start and end of each Board meeting .
- Board attendance: In FY2025, Board met 4 times; each director attended at least 75% of required meetings; committees met 4–5 times .
- Lead Independent Director: Robust role; appointment of Angela Ahrendts as new Lead Independent Director following 2025 AGM enhances oversight and independence .
- Dual-role implications: CEO + director status is balanced by independent committees, strong Lead Independent Director, annual Say-on-Pay vote, and anti-hedging/pledging policies; RL’s governance exceeds NYSE requirements despite dual-class structure .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 97% stockholder support at 2024 Annual Meeting; engagement with top institutional investors informs compensation program design .
- Ongoing engagement: Contacted holders representing >70% of outstanding Class A shares; Lead Independent Director participated in majority of meetings .
Compensation Structure Analysis
- Strong at-risk mix: 90%+ of CEO compensation is variable; significant equity weighting (PSUs and RSUs) aligns with long-term performance and retention .
- Metrics tightened to performance: FY2025 short-term plan focused on revenue, margin, strategic growth accelerators, SG&A efficiency, plus sustainability modifier; long-term plan tied to cumulative adjusted ROIC and relative TSR, with caps and double-trigger vesting to mitigate risk .
- Peer benchmarking: Relative TSR measured versus a PSU comparator group; pay-versus-performance disclosed against S&P Composite 1500 Apparel, Accessories & Luxury Goods Index .
- No options: Elimination of options simplifies overhang; option grants and vesting absent FY2021–FY2025 .
- Clawback and no gross-ups: Clawback is robust; no excise tax gross-ups; 280G cutback applies .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited by policy (reduces alignment risk) .
- Large severance/change-in-control value: Illustrative values of $44.4M (termination without cause) and $57.1M (CIC with termination) could be viewed as generous but are aligned with double-trigger vesting and cutback provisions .
- Dual-class governance scrutiny: Ongoing investor dialogues; independent Nominating Committee annually reviews structure; recent director withhold vote linked to dual-class concerns rather than director performance .
Equity Ownership & Alignment – Detailed Vesting Schedule
| Date | RSU Delivery | Notes |
|---|---|---|
| Aug 15, 2025 | 16,383 sh; plus first installments from 30,850 RSUs and 42,459 RSUs (equal annual installments commence) | RSUs vest pro-rata over three years; deliveries net of tax withholding . |
| Aug 15, 2026 | Second installments from 30,850 RSUs and 42,459 RSUs | — |
| Aug 15, 2027 | Final installment of 42,459 RSUs | — |
PSU outcomes:
- FY2023–FY2025 PSU-Adjusted ROIC paid at 200% of target .
- FY2023–FY2025 PSU-Relative TSR paid above target due to strong relative TSR .
Investment Implications
- Alignment: High equity weighting, 6× salary ownership requirement, and anti-pledging/hedging policies signal strong long-term alignment; CEO exceeds ownership guideline .
- Incentive momentum: FY2025 short-term metrics beat drove maximum 200% payouts; continued focus on revenue/margin and sustainability modifier indicates management confidence in execution .
- Potential supply overhang: RSU deliveries on/around Aug 15, 2025–2027 create predictable insider settlement windows; monitor Form 4 filings and any 10b5-1 plans around these dates for potential selling pressure signals .
- Retention and severance economics: Double-trigger CIC and sizable severance values reduce near-term retention risk but represent meaningful change-of-control costs; no tax gross-ups and 280G cutback mitigate shareholder concerns .
- Governance balance: CEO is not independent, but separation of Chair/CEO, strong Lead Independent Director, independent committees, and high Say-on-Pay support legitimize oversight; dual-class remains a governance consideration with ongoing review .