Darrell Cavens
TAPESTRYAbout Darrell Cavens
Darrell Cavens (age 52) has served as an independent director of Tapestry, Inc. since 2018. He co‑founded and led zulily, Inc. as President and CEO (2009–2017), later serving as President of New Ventures at Qurate Retail Group (2017–2018); he previously held senior roles at Microsoft (2008–2009) and Blue Nile (1999–2008). He attended the University of Victoria and brings deep technology, e‑commerce, and data analytics expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| zulily, Inc. | President & Chief Executive Officer | 2009 – 2017 | Co‑founder; scaled a large public e‑commerce business, building core expertise in online retailing and data analytics . |
| Qurate Retail Group | President of New Ventures (retired) | 2017 – 2018 | Focus on digital retail initiatives and innovation . |
| Microsoft | Director, SQL Server/BizTalk Server | 2008 – 2009 | Enterprise software/product leadership . |
| Blue Nile | Chief Technology Officer; SVP, Marketing | 1999 – 2008 | Built digital commerce and marketing capabilities in specialty retail . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Match Group, Inc. (U.S.-listed) | Director | Current | Only disclosed current U.S.-listed public board; no committee roles disclosed in TPR proxy . |
| Big Sky Growth Partners | Director | Previous (past five years) | SPAC/board role noted in biography . |
| Rad Power Bikes (private), Vouched (private), Brooks Running (private) | Other experience and community involvement | Not disclosed | Non-public roles listed in biography . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all director nominees other than the CEO are independent; Cavens is listed as independent . |
| Committee assignments (TPR) | Human Resources Committee (member) . |
| Committee chair roles | None disclosed for Cavens; HR Committee Chair is John P. Bilbrey . |
| Attendance & engagement | Board met 6 times; HR Committee met 5 times. All incumbent directors attended at least 75% of meetings of the Board and committees on which they served in FY25 . |
| Years on Board | Director since 2018 . |
| Executive sessions | Regular executive sessions of independent directors at quarterly Board and committee meetings . |
Fixed Compensation
| Component | Amount/Policy | FY25 Actuals (Cavens) |
|---|---|---|
| Annual cash retainer (Board) | $100,000 target annual retainer for independent directors | $100,000 “Fees Earned or Paid in Cash” |
| Committee chair retainers | Audit Chair $35,000; HR Chair $30,000; GN Chair $25,000 (only for chairs) | N/A (not a chair) |
| Independent Chair retainer | $200,000 (if applicable) | N/A |
| Meeting fees | Not disclosed; not part of program highlights . | — |
| Total director pay (FY25) | Program positions comp near peer median after 2024 review; eliminated stock options; 100% RSU equity for directors effective Nov 2024 | Total $299,999 (Cash $100,000; Stock Awards $199,999) |
Performance Compensation
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | ~$200,000 fair value for each independent director | Vests in full one year from grant date, subject to continued service | As of 6/28/25, each independent director held 3,509 unvested RSUs (Cavens included) . |
| Stock options (legacy) | Board eliminated new options for directors; prior grants remain outstanding | Legacy option vesting per original terms | Cavens held 58,282 outstanding options as of 6/28/25 . |
Note: Director equity is time-based; no performance metrics are attached to director RSUs (by design). The shift to 100% RSUs for directors (from options) was approved effective November 2024 to align with market practices and a simpler alignment model .
Other Directorships & Interlocks
- Current U.S.-listed public board: Match Group, Inc. .
- Compensation committee interlocks: None. HR Committee members (including Cavens) were independent; no Tapestry executives serve on boards/compensation committees of companies where HR Committee members are executives .
- Related party/transactions: The Company identified no related-person transactions involving directors or executive officers requiring disclosure for FY25 .
Expertise & Qualifications
- Qualifications highlighted by TPR: former public company CEO and co‑founder with strong background in online retailing, technology, and data analytics; deep understanding of the retail industry .
- Board skills matrix shows the Board collectively covers technology/digital/e‑commerce, marketing/branding, and governance among others; Cavens is presented as bringing operating and technology/e‑commerce experience (see director biography and matrix context) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (8/31/2025) | 82,676 shares (includes 58,282 options exercisable within 60 days) . |
| Ownership as % of outstanding | Less than 1% . |
| Options – exercisable vs unexercisable | 58,282 options exercisable within 60 days (beneficial ownership table); outstanding options detailed in director equity note . |
| Unvested RSUs | 3,509 RSUs unvested as of 6/28/2025 . |
| Stock ownership guideline (directors) | 5x basic annual retainer ($100,000) within 5 years; retain 50% of net after‑tax shares until met . |
| Compliance status | Cavens had achieved the 5x guideline as of 12/31/2024 . |
| Hedging/pledging | Hedging/short sales/derivative transactions prohibited under Insider Trading Policy; no pledging disclosures for directors noted in proxy . |
Governance Assessment
-
Strengths
- Independent HR Committee member; no interlocks; committee retains independent consultants (CAP through Dec 2024; FW Cook starting Jan 2025) and confirmed independence/no conflicts .
- Solid alignment: achieved director stock ownership guideline; ongoing one‑year RSU grants reinforce skin‑in‑the‑game; legacy options exist but program now 100% RSUs for directors .
- Relevant operating expertise in e‑commerce/technology and data analytics, additive to TPR’s direct‑to‑consumer strategy .
- Attendance: company reports all incumbents met at least 75% threshold; Board (6) and HR Committee (5) meetings indicate ongoing engagement .
-
Potential watch items
- Legacy director option overhang (58,282 options outstanding) persists, though new director option grants have been eliminated effective Nov 2024; modest governance risk mitigated by RSU‑only policy going forward .
- External commitments: currently one U.S.-listed board (Match Group) — well within TPR’s guideline that non‑CEO directors should not serve on more than four other public company boards; no overboarding concerns indicated .
-
Conflicts/related party exposure
- No related-person transactions disclosed for FY25; HR Committee interlocks specifically negated .
-
Shareholder sentiment context
- Say‑on‑Pay support at 2024 Annual Meeting was ~93%, supporting TPR’s overall compensation governance framework overseen by HR Committee (Cavens member) .
Director Compensation (Detail)
| Category | FY25 Amount (Cavens) |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (RSUs – grant date fair value) | $199,999 |
| All Other Compensation | — (none reported) |
| Total | $299,999 |
Insider Trades
- Not disclosed in the DEF 14A. For transaction-level Form 4 activity, refer to SEC filings; no Form 4 details are presented in this proxy (ownership only).
RED FLAGS: None identified in FY25 proxy for Cavens. No attendance issues disclosed; no related-party transactions; no committee interlocks; no hedging permitted by policy; legacy option holdings remain but new director option grants eliminated in 2024 .