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Wei Zhang

Director at RALPH LAURENRALPH LAUREN
Board

About Wei Zhang

Wei Zhang (age 55) has served on Ralph Lauren Corporation’s Board since November 2022. She is the former President of Alibaba Pictures Group (2014–2021) and previously held senior roles at Alibaba Group (Corporate Development and strategy), Star China, and CNBC China; she holds a BA from Seton Hill College and an MBA from Harvard Business School. Her core credentials span China market expertise, e‑commerce/digital transformation, and media/entertainment, positioning her to support RL’s international growth and digital initiatives .

Past Roles

OrganizationRoleTenureCommittees/Impact
Alibaba Pictures GroupPresident2014–2021Led global operations from formation, media/entertainment strategy
Alibaba GroupSVP Corporate Development; roles in strategic investment, M&A, corporate strategy, CSR2008–2014E‑commerce and digitization expertise
Star China (News Corp China subsidiary)Chief Operating Officer2005–2008Day‑to‑day operations leadership
CNBC ChinaManaging Director2002–2005Media leadership and market development
Bain & CompanyManagement positionsStrategy and operations grounding
General ElectricManagement positionsGlobal operating experience

External Roles

OrganizationRoleStatusNotes
Starbucks Coffee CompanyDirectorCurrentPublic company board
Amblin PartnersDirectorPriorMedia/entertainment governance
Alibaba Pictures GroupDirectorPriorFilm/media oversight
Meituan CompanyDirectorPriorConsumer tech/platform experience
Los Angeles Sports and Entertainment CommissionBoardPriorMarket/brand engagement
Jack Ma FoundationBoardPriorCSR and philanthropy

Board Governance

  • Independence and role: The Board has determined Ms. Zhang is independent; all Board committees are comprised solely of independent directors .
  • Committee assignments: Member, Nominating, Governance, Citizenship & Sustainability Committee; Member, Finance Committee (strategy and long‑range plan oversight). No chair roles disclosed for Ms. Zhang .
  • Attendance and engagement: In FY2025 the Board met 4x; each director attended at least 75% of required Board/Committee meetings. All nominees to the 2024 annual meeting (including Ms. Zhang) attended. Independent directors hold executive sessions each meeting; directors participate in strategy special meetings and ecosystem immersion tours .
  • Policies and controls: Anti‑hedging and anti‑pledging policy applies to all directors; robust stock ownership requirements (5x cash retainer) with hold‑until‑met provisions .
  • Related‑party governance: Related‑party transactions are reviewed/approved by the Nominating Committee under a written policy; no related‑party transactions involving Ms. Zhang are disclosed .

Fixed Compensation (Non‑Employee Director; Fiscal 2025)

ComponentAmount (USD)Details
Fees Earned or Paid in Cash125,000Consistent with $95k base retainer plus committee member retainers; actual cash reported for FY2025
Stock Awards (RSUs)170,036Annual grant made Aug 1, 2024; 985 RSUs; one‑year vesting; fair value per ASC 718
Total295,036Sum of cash and equity for FY2025

Reference schedule: Annual retainer $95k; committee member fee $15k per committee; committee chair $30k; Lead Independent Director $50k; annual director equity grant target $170k in RSUs vesting after one year .

Performance Compensation

Non‑employee director equity is time‑based (RSUs) and not tied to performance metrics; no PSU awards to directors are disclosed. The 2024 grant to Ms. Zhang is summarized below .

AwardGrant DateUnitsVestingPerformance Metrics
RSUs (Annual Director Grant)Aug 1, 2024985Cliff vest after 1 yearNot applicable (time‑based only)

Other Directorships & Interlocks

CompanySector/TypeRoleInterlock/Conflict Notes
Starbucks Coffee CompanyConsumer (Food & Beverage)DirectorNo RL related‑party transactions disclosed; Board affirmed Ms. Zhang’s independence after review of immaterial transactions/charitable ties per NYSE standards and RL policies

Expertise & Qualifications

  • China market leadership, e‑commerce/digital transformation, and media/entertainment experience; prior senior roles at Alibaba entities and international media operators support RL’s global and digital strategies .
  • Contributions align with Board’s desired mix of skills (international, technology/digital, consumer brand/media) and with Finance and Nominating Committee mandates (strategy, governance, citizenship/sustainability) .

Equity Ownership

ItemQuantityNotes
Class A Shares Beneficially Owned2,315<1% of Class A; as of record date; includes any shares per SEC definition of beneficial ownership
Director RSUs Outstanding (FY2025 year‑end)992.5Includes dividend equivalent units; standard for all non‑employee directors
RSUs Vesting within 60 Days of Record Date996Class A shares deliverable on July 31, 2025
Stock Ownership Guideline5x annual cash retainerAll non‑employee directors exceeded their FY2025 guideline
Hedging/PledgingProhibitedCompany policy bans hedging/pledging of RL stock by directors

Insider Trades and Awards (Director)

DateTypeSecurityQuantity/ValueNotes
Aug 1, 2024GrantRSUs985 units; $170,036 grant‑date fair valueStandard annual director grant; one‑year vest

Section 16(a) filings: RL reports all reportable insider transactions were filed on a timely basis in FY2025; no delinquencies reported .

Governance Assessment

  • Strengths: Independent director on both Finance (strategy/long‑range planning) and Nominating (governance/citizenship & sustainability) committees; attendance above policy threshold; stock ownership exceeds guideline; prohibited hedging/pledging supports alignment .
  • Alignment and incentives: Director pay mix combines modest cash with a one‑year RSU grant, reinforcing shareholder alignment without promoting undue risk; no performance‑based director equity that could bias oversight .
  • Conflicts/related‑party: Current Starbucks directorship noted; RL discloses a robust related‑party review framework and determined Ms. Zhang’s independence; no related‑party transactions involving Ms. Zhang disclosed, mitigating conflict risk .
  • RED FLAGS: None disclosed regarding attendance, related‑party transactions, pledging/hedging, or legal proceedings for Ms. Zhang. Company reports no Section 16(a) delinquencies for FY2025 .