Roseann Lynch
RALPH LAURENAbout Roseann Lynch
Chief People Officer and Head of The Ralph Lauren Corporate Foundation. Responsible for global people and development including talent management and acquisition, learning and development, diversity, equity and inclusion, organizational effectiveness, employee benefits and compensation, people practices, and health and safety; joined Ralph Lauren in 2004, implying ~21 years of tenure as of 2025 . Lynch is regularly the corporate signatory on executive employment agreements and amendments, reflecting central involvement in compensation design and executive employment terms . Company performance context for incentive alignment: FY2025 revenue $7,145.1 million and adjusted operating profit margin 14.3–14.5% exceeded targets; relative TSR and three-year adjusted ROIC-based PSUs paid above target, with ROIC PSUs at 200% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ralph Lauren Corporation | Senior Vice President, Human Resources | 2015 | HR leadership; corporate signatory on executive agreements . |
| Ralph Lauren Corporation | Corporate SVP, Chief Talent Officer, Global People & Development | 2016 | Led global talent strategy; executed CFO employment agreement; signatory authority . |
| Ralph Lauren Corporation | EVP, Chief People & Global Human Rights Officer | 2019 | Expanded remit to global human rights; signatory on executive agreement amendment . |
| Ralph Lauren Corporation | Chief People Officer & Head of RL Corporate Foundation | 2022–present | Oversees global people/development and the Foundation; corporate signatory on executive agreement amendment . |
External Roles
No public company directorships or external board roles disclosed in company filings; her leadership of the Ralph Lauren Corporate Foundation is an internal role within the company .
Fixed Compensation
Not disclosed. Lynch is not listed among Named Executive Officers (NEOs) in RL’s FY2024–FY2025 proxy statements; detailed salary/bonus/equity grant tables are provided for NEOs only .
Performance Compensation
Company-wide incentive architecture that governs executive pay and likely informs Lynch’s incentives (Talent Committee determines eligible participants among executive officers) .
Short-Term Incentive Plan Metrics and Outcomes
| Metric (weight) | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|
| Adjusted Operating Profit Margin (40%) – FY2024 | 11.8% | 12.4% | 13.0% | 12.4% | 112% (NEOs) |
| Total Company Revenue ($M) (40%) – FY2024 | $6,306.5 | $6,638.4 | $6,970.3 | $6,619.0 | 112% (NEOs) |
| Strategic Growth Accelerators Revenue (% YoY) (10%) – FY2024 | 4% | 6% | 10% | 7.6% | 112% (NEOs) |
| DVC Metric (% complete) (10%) – FY2024 | 85% | 90% | 100% | 100% | 112% (NEOs); strategic modifier no change |
| Adjusted Operating Profit Margin (40%) – FY2025 | 12.8% | 13.5% | 14.1% | 14.5% | 186% (R. Lauren); capped 200% for CEO/NEOs |
| Total Company Revenue ($M) (40%) – FY2025 | $6,489.7 | $6,831.2 | $7,172.8 | $7,145.1 | Near max; capped 200% (NEOs) |
| Strategic Growth Accelerators Revenue (% YoY) (10%) – FY2025 | 4% | 6% | 10% | 15.4% | Near max; capped 200% (NEOs) |
| Adjusted SG&A (% of revenue) (10%) – FY2025 | 47.7% | 47.1% | 46.4% | 47.1% | Near max overall; capped 200% (NEOs) |
| Notes: Talent Committee applied citizenship/sustainability strategic modifier of +10% in FY2025 (bonus capped at 200% including modifier); no modifier in FY2024 . |
Long-Term Incentives (PSUs/RSUs)
| Program | Metric | Performance Period | Outcome |
|---|---|---|---|
| Annual PSUs (core NEO design) | Adjusted ROIC | FY2023–FY2025 | 200% of target payout |
| Annual PSUs (core NEO design) | Relative TSR | FY2023–FY2025 | Above target payouts; RL outperformed PSU comparator group and S&P 500 over 1-, 3-, 5-year TSR |
| FY2022 PSUs | Operating Profit Margin | FY2022–FY2024 | 93% of target payout |
| FY2022 PSUs | Relative TSR | FY2022–FY2024 | 180.88% of target payout |
| RSUs (time-based) | N/A | Typical 3-year pro-rata vesting for NEOs | Structure per program design |
Equity Ownership & Alignment
- Executive stock ownership guidelines apply to NEOs and select senior management; multiple-of-salary targets with hold requirements (retain 50% of net shares from vesting/exercises until target met). All NEOs exceeded targets in FY2024 and FY2025; targets include CEO 6x salary and other NEOs 3x salary .
- Corporate governance prohibits pledging, hedging, or short-selling company stock for directors, officers, and employees; NEOs are subject to a mandatory clawback policy for erroneously awarded incentive-based compensation in the event of an accounting restatement .
- Insider transactions: No Section 16 Form 4 filings for “ROSEANN LYNCH” were identified via SEC EDGAR search, suggesting no reportable transactions in the reviewed period; Lynch may not be a Section 16 reporting person depending on designation and transactions . Related filings confirm her corporate signatory role on executive agreements rather than personal trading disclosures .
Employment Terms
- RL’s executive employment agreements (example: CFO Jane Nielsen) include: severance equal to base salary continuation for the longer of the remaining term (up to 2 years) or 1 year plus a lump-sum payment (150% of base in earlier agreements), pro‑rated bonus on termination, immediate vesting of service‑based awards and performance award vesting based on actual results; change‑of‑control protection provides 2x base + prior-year bonus and accelerated vesting at target for performance awards; non‑compete and non‑solicit covenants typically extend 1 year post-termination; agreements include 280G cutback provisions and 409A compliance .
- Lynch’s signature appears on multiple executive agreements/amendments as the authorized corporate officer, evidencing her role in executive employment and compensation governance .
Investment Implications
- High alignment: RL’s incentive mix emphasizes profitable growth (revenue and margin) and long‑term value (ROIC and relative TSR), with FY2025 cash bonuses capped at 200% and PSUs delivering above‑target outcomes; this supports disciplined capital allocation and shareholder-aligned outcomes, a framework Lynch helps steward as CPO .
- Low pledging/hedging risk: Corporate policies prohibit pledging and hedging across directors, officers, and employees; hold requirements under stock ownership guidelines further reduce near‑term selling pressure signals .
- Retention risk: Lynch’s ~21‑year tenure and expanded remit over the Foundation and global people/development indicate low retention risk and continuity in compensation governance and human capital execution .
- Data gaps: As a non‑NEO, Lynch’s individual pay mix, grant sizes, vesting schedules, and ownership levels are not disclosed; no Form 4 transactions identified. Investors should infer incentive alignment primarily from RL’s plan design, policies, and corporate outcomes rather than personal holdings .