David Howard
TAPESTRYAbout David Howard
David E. Howard is Chief Legal Officer and Secretary at Tapestry (TPR) since August 2025; he was General Counsel and Secretary from 2020, Deputy General Counsel (2018–2020), and joined Tapestry in 2011 after roles at Mirant, Arnall Golden Gregory, and Arthur Andersen. He is 50, holds B.S. and M.S. in Accounting (Wake Forest), a J.D. (University of Georgia), and is a CPA . During FY2025, Tapestry reported net sales of $7,010.7M (5.1% YoY GAAP), adjusted EPS of $5.10, and 1-year TSR of 108.35%; enterprise AIP paid above target on Net Sales, Operating Income, and Gross Margin metrics . Tapestry’s 3-year PRSUs for FY23–FY25 paid at 118.3% of target on cumulative Sales, average ROIC, and relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tapestry, Inc. | Chief Legal Officer & Secretary | Aug 2025–present | Executive committee member; AI governance steering; oversight of legal, risk, compliance . |
| Tapestry, Inc. | General Counsel & Secretary | 2020–Aug 2025 | Led legal function through brand portfolio actions (e.g., Stuart Weitzman sale) and high TSR period . |
| Tapestry, Inc. | SVP, Deputy General Counsel & Assistant Secretary | Aug 2018–May 2020 | Supported enterprise risk and governance processes . |
| Tapestry, Inc. | Various roles in Law Dept. | Jan 2011–Aug 2018 | Built internal capabilities; progressed to senior leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mirant Corporation | Associate General Counsel & Assistant Corporate Secretary | 2008–2011 | Public company governance and energy-sector legal expertise . |
| Arnall Golden Gregory LLP | Corporate Attorney | 2002–2008 | Transactional and corporate advisory experience . |
| Arthur Andersen LLP | Public Accounting | 1997–1999 | Financial controls and audit foundation; CPA credential . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 575,000 | 595,192 | 600,000 |
| Target AIP (% of Salary) | — | 70% (Target $420,000) | 70% (Target $420,000) |
| Actual AIP Paid ($) | 355,005 | 548,100 | 795,480 |
| Notes | No guaranteed annual increases; FY2025 kept salaries flat for NEOs . | EI&D modifier reduced AIP by 1% . | Enterprise AIP payout 189.4% of target . |
Performance Compensation
Annual Incentive Plan (FY2025 – Enterprise Metrics)
| Metric | Weight | FY2024 Actual | FY2025 Target | FY2025 Actual | Payout as % of Target |
|---|---|---|---|---|---|
| Net Sales ($M, non-GAAP CC) | 35% | 6,671.2 | 6,845.5 | 7,024.1 | 200.0% |
| Operating Income ($M, non-GAAP, incl AIP add-back) | 30% | 1,365.4 | 1,452.3 | 1,574.4 | 165.0% |
| Gross Margin (%) | 35% | 73.3% | 73.8% | 74.9% | 200.0% |
| Weighted Average Payout | — | — | — | — | 189.4% |
David Howard’s AIP structure: Target 70% of salary; 100% Tapestry component; operational modifier assessed at target (no adjustment) → earned $795,480 based on 189.4% payout .
Long-Term Incentives (FY2025 Grants and FY23–FY25 Results)
| Component | Grant Date | Shares/Units | Vesting | Key Terms / Fair Value |
|---|---|---|---|---|
| Stock Options | 8/19/2024 | 41,459 | 25% per year over 4 years | Exercise price $40.58; expire 8/19/2034; grant-date FV $499,994 . |
| RSUs (Annual) | 8/19/2024 | 12,321 | 25% per year over 4 years | Grant-date FV $499,985 . |
| RSUs (Special) | 8/19/2024 | 6,161 | 100% at 2 years | One-time retention award; FV $250,013 . |
| PRSUs (Target) | 8/19/2024 | 12,321 | 3-year performance period; cliff vest | Metrics: Sales (33%), ROIC (33%), Relative TSR (33%); FV $571,694 . |
FY23–FY25 PRSU performance: 118.3% of target earned; David earned 14,649 shares (incl. dividend equivalents) distributed Aug 2025 .
Equity Ownership & Alignment
- Beneficial ownership: 49,824 shares; less than 1% of class; includes 35,968 options exercisable within 60 days .
- Outstanding equity at FY2025 end: Unexercisable options (5,370; 16,673; 35,686; 41,459 by grant), RSUs not vested (1,995; 6,192; 11,771; 6,299 special; 12,598), PRSUs outstanding (FY22 grant vested at 118.3%; newer cycles shown at maximum assumption until completion) .
- Ownership guidelines: Chief Legal Officer must hold 2× salary; until met, must retain 50% of net shares; all NEOs were compliant as of Dec 31, 2024; hedging, short sales, and derivative transactions prohibited .
- Pledging: No specific pledging disclosure; anti-hedging policy in place; no related person transactions identified for FY2025 .
Vested vs Unvested Snapshot (Selected FY2025 Data)
| Category | Count/Value |
|---|---|
| Options Exercised in FY2025 | 44,682; value realized $955,056 . |
| Stock Vested (RSUs/PRSUs) in FY2025 | 26,362 shares; value $1,080,820; 14,581 shares withheld for taxes . |
| RSUs Unvested (examples at FY2025) | 1,995 (2021), 6,192 (2022), 11,771 (2023), 6,299 special (2024), 12,598 (2024 annual) . |
Employment Terms
- Contract/Notice: No fixed-term contract; six-month written notice required for voluntary resignation; failure triggers forfeitures and clawbacks of recent incentive gains .
- Severance (non-CIC): Under Severance Pay Plan, Howard eligible for the greater of 10 months base salary or plan amount; AIP payment for completed fiscal year if terminated without “Cause”; no “Good Reason” resignation right .
- Change-in-Control economics: Special Severance Plan provides 1.5× base salary + bonus multiple, pro-rated bonus based on actual performance, COBRA, and accelerated vesting of unvested awards for Qualifying Termination (double trigger) .
- Equity treatment: Double-trigger acceleration under CIC; retirement/severance rules detail pro-rata or scheduled vesting depending on scenario; PRSUs deemed earned at target if CIC occurs before performance completion .
- Clawbacks: SEC/NYSE-compliant financial restatement clawback for covered officers; broader misconduct/negligence clawback for key executives; repayment provisions for cause or restrictive covenant violations .
Potential Payments (Illustrative as of 6/28/2025)
| Scenario | Total Estimated |
|---|---|
| Termination without Cause | $8,411,103 |
| Termination due to Change-in-Control | $15,398,666 |
| Death/Disability | $13,850,733 |
| Resignation without Good Reason (non-compete consideration at company’s discretion) | $996,362 |
Compensation Structure Details
FY2025 AIP Structure for David Howard
| Component | Weight | Target |
|---|---|---|
| Tapestry Enterprise Metrics (Net Sales, Operating Income, Gross Margin) | 100% | 70% of salary (Target $420,000) |
| Operational Modifier | ±10% | Achieved at target; no adjustment |
FY2025 Equity Mix
| Instrument | Weight (NEO program) | Rationale |
|---|---|---|
| Options | 40% | Align with long-term absolute stock price appreciation; value only if stock rises . |
| PRSUs | 40% | Long-term performance on Sales, ROIC, Relative TSR . |
| RSUs | 20% | Retention; value linked to stock price . |
| Special RSU | One-time | Retention for extraordinary M&A workload (2-year cliff) . |
Multi-Year Compensation (Accounting Values)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | 869,454 | 1,040,456 | 1,321,692 |
| Option Awards ($) | 400,246 | 499,967 | 499,994 |
| All Other Compensation ($) | 49,791 | 34,188 | 40,736 |
| Total ($) | 2,249,496 | 2,717,903 | 3,257,902 |
Deferred Compensation and Retirement
| Plan | Executive Contributions FY2025 ($) | Company Contributions FY2025 ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|
| EDCP | 41,864 | 19,610 | 329,280 |
| SRP | — (frozen) | — | 19,816 |
Perquisites (FY2025 – “All Other Compensation” detail)
- Qualified plan match $16,240; non-qualified plan match $19,610; life insurance $396; other $4,490 (incl. matching gifts $3,775; LTD premium) .
Governance, Peer, and Shareholder Context
- Compensation Committee and consultants: CAP through Dec 2024; FW Cook from Jan 2025; both independent; HR Committee fully independent .
- Peer group used for benchmarking includes PVH, VF, Ralph Lauren, Levi Strauss, Williams-Sonoma, Richemont, etc.; Tapestry ranked ~49th percentile revenue, ~74th percentile market cap vs peers .
- Say-on-Pay: ~93% approval at 2024 Annual Meeting; continued investor engagement; Board recommends FOR 2025 Say-on-Pay .
Risk Indicators & Red Flags
- Hedging/derivatives prohibited; clawbacks in place; double-trigger CIC vesting (no single-trigger cash); no related person transactions in FY2025 identified .
- Ownership compliance met; no pledging disclosure; capped incentive payouts; diversified metrics reduce excessive risk-taking .
Investment Implications
- Alignment: Howard’s pay mix is majority at-risk via AIP and PRSUs; ownership guideline (2× salary) and anti-hedging policies strengthen alignment, with FY23–FY25 PRSUs earned at 118.3% on Sales/ROIC/Relative TSR, reflecting robust TSR over the period .
- Retention risk: Six-month notice, double-trigger CIC benefits (1.5× base+bonus) and ongoing unvested equity (annual RSUs, options, special RSU) reduce attrition risk; absence of Good Reason limits voluntary exit leverage .
- Selling pressure: FY2025 saw 44,682 options exercised and 26,362 shares vested; upcoming scheduled RSU/option vesting and PRSU cycles may create mechanical selling around tax events, though ownership retention rules mitigate .
- Pay-for-performance: FY2025 AIP paid 189.4% on enterprise metrics and PRSUs tied to long-term value drivers, consistent with TPR’s strong non-GAAP performance and TSR; continued emphasis on PRSUs (and FY2026 mix shift to 50% PRSUs) signals heightened performance linkage .