Joanne Crevoiserat

About Joanne Crevoiserat

Joanne Crevoiserat, 61, is Chief Executive Officer and a Director of Tapestry, Inc. (TPR). She joined Tapestry as CFO in 2019 and became CEO and Director in 2020; she is a summa cum laude graduate of the University of Connecticut (B.S.) with deep finance and retail operating experience . Under her leadership, FY2025 delivered record results: net sales of $7,010.7M GAAP / $7,024.1M non‑GAAP and non‑GAAP EPS of $5.10 (vs. FY2024: $6,671.2M GAAP / $6,748.5M non‑GAAP; non‑GAAP EPS $4.29), while 1‑year TSR reached 108.35% and 3‑year TSR 209.57% (FY2024 TSR: 1‑year 3.74%, 3‑year 10.13%) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP) – Design and FY2025 Outcomes

CEO AIP levers and payout:

• Target AIP opportunity: 200% of salary; 100% corporate (Tapestry) weighting; FY2025 operational modifier (inclusion/belonging) determined at target (no adjustment) .
• FY2025 AIP earned: $5,303,200 (189.4% of $2.8M target) .

Long-Term Incentive (LTI) – Structure and Grants

Standard mix (FY2025): PRSUs (Sales/ROIC/Relative TSR, 3-year), Stock Options, RSUs; no dividends on unvested LTIs; clawback applies .

PRSU metrics and payout curve (3-year):

• Sales (33%), ROIC (33%), Relative TSR vs predefined peer set (33%); payout 0–200%; rTSR: bottom quartile=0, median=100%, top quartile=200% .

Completed PRSU (FY2023–FY2025 cycle):

Key 2026 changes approved:

• Increase PRSU weight to 50% of LTI; Options 25%; RSUs 25% .
• CEO special equity grant (Aug 18, 2025): $15M, 50% PRSUs (EPS 2028 non‑GAAP target) + 50% time‑based RSUs; 3‑year cliff; stricter vesting (no retirement vesting; forfeiture on retirement/voluntary w/o Good Reason; pro‑rata on involuntary w/o cause or voluntary w/ Good Reason) .

Multi‑Year CEO Pay Mix and Outcomes

Equity Ownership & Alignment

Policies and alignment:

• Executive stock ownership guidelines: CEO 5x salary; all NEOs in compliance as of Dec 31, 2024; must retain 50% of net shares until met; PRSUs (in‑cycle) excluded .
• Anti‑hedging/short sales/derivative transactions prohibited; clawback policy compliant with SEC/NYSE; additional repayment triggers if terminated for cause or restrictive covenants breached .
• No disclosure of share pledging; policy disclosures emphasize hedging prohibition; no pledging by CEO is reported in beneficial ownership tables .

Implications: Significant options exercisable (1.24M within 60 days as of Aug 31, 2025) could create periodic selling needs upon exercise/tax events; however, ownership multiples and retention policies anchor alignment .

Employment Terms

Key terms (no fixed-term contract; letter agreement in place):

• Notice: 6 months written notice required for voluntary resignation; non‑compliance triggers injunction and clawbacks/forfeitures (recent cash incentive within 180 days; unvested equity; ability to claw back equity gains in prior 12 months) .
• Severance without cause / Good Reason: CEO—24 months base salary and benefits continuation; pro‑rated AIP for in‑process year and AIP for completed year (both based on actual performance) .
• Special Severance Plan (change‑in‑control, double trigger within 24 months): cash severance equals (Base Salary + Bonus) × multiple; CEO multiple 2.5x (other NEOs 1.5x); pro‑rated bonus based on actual performance; COBRA; accelerated vesting of awards granted after plan adoption .
• Non‑compete consideration: upon resignation without Good Reason, Company may, at its discretion, pay up to $2.8M (24 months salary) in exchange for non‑competition enforcement up to 24 months .
• Definitions of Cause include policy violations, misconduct, felony, fraud, willful breach, etc.; Good Reason for CFO defined; CEO Good Reason applies per letter agreement .

Termination and CIC economics (illustrative values at 6/28/2025; stock price $87.11):

Equity treatment on separation:

• Retirement: unvested awards continue on original schedule; PRSUs settle on actual performance; vested options remain for full term .
• Severance event (no‑cause/Good Reason): unvested awards vest pro‑rata; PRSUs vest on actual performance; options exercisable 90 days post‑termination .
• CIC: unvested awards accelerate (PRSUs at target if performance period incomplete) .

Board Governance

• Role: CEO and Director since 2020; she is not independent; Board has an independent Chair (Anne Gates); Chair/CEO roles separated since July 2020 to maintain independent oversight .
• Committees: Crevoiserat is not on Board committees; all committees (Audit, Human Resources, Governance & Nominations) comprised solely of independent directors .
• Attendance: Each incumbent director attended at least 75% of Board/Committee meetings in FY2025 .
• Independence and structure: 9 of 10 nominees are independent; majority voting, proxy access, annual Say‑on‑Pay; regular executive sessions of independent directors .

Director/External Service Snapshot

Dual‑role implications: Separation of Chair and CEO mitigates concentration of power; Crevoiserat does not sit on compensation or audit committees; independent committees oversee CEO pay and governance .

Compensation Structure Analysis

• Strong pay‑for‑performance: CEO target AIP at 200% of salary with tight curves; FY2025 corporate payout 189.4%, reflecting above‑target Sales, Operating Income, and Gross Margin outcomes .
• Long‑term orientation: 3‑year PRSUs tied to Sales, ROIC, and Relative TSR; FY23–25 PRSU earned at 118.3% supports alignment with multi‑year value creation .
• 2026 tilt to performance: PRSU weight increased to 50%; operational modifier removed to focus AIP solely on financials; supports tighter linkage to growth/profit outcomes .
• Retention considerations: One‑time $15M CEO special grant with 3‑year cliff (half performance‑based on FY2028 EPS; half time‑based) balances retention/succession needs with clear performance leg; more restrictive retirement/voluntary vesting than standard awards .
• Governance guardrails: No excise tax gross‑ups; double‑trigger CIC; no repricing of options without shareholder approval; clawback policy; anti‑hedging; share ownership requirements .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑Pay support: ~93% approval at 2024 meeting (FY2024 program); HR Committee cites strong shareholder support .
• Ongoing engagement: Outreach to ~40 shareholders (~70% of SO) on strategy, compensation, governance; feedback informed program evolution (e.g., tightening curves; director pay structure) .

Compensation Peer Group (Benchmarking Context)

Performance & Track Record

• FY2025 outcomes: Net sales $7,010.7M GAAP / $7,024.1M non‑GAAP; non‑GAAP EPS $5.10; TSR 1‑yr 108.35%, 3‑yr 209.57% .
• Strategic execution: Achieved Investor Day targets (> $5 adjusted EPS; >$3B cumulative shareholder returns) and announced “Amplify” plan aiming for mid‑single‑digit revenue growth and operating margin expansion, with $4B capital return over three years .
• 2025 portfolio actions: Completed sale of Stuart Weitzman to focus on core brands; governance oversight of AI, cybersecurity, ERM continues .

Equity Vesting Schedules and Notable Dates

• FY23–25 PRSU: Grant date Aug 22, 2022; performance through Aug 22, 2025; certified at 118.3%; CEO earned 146,488 shares; distributed Aug 2025 .
• FY2025 LTI: Granted August 2024; PRSUs vest based on 3‑year performance; RSUs/options vest per award terms; standard treatment on termination/CIC as noted .

Employment & Contracts (Severance/CIC Specifics)

Investment Implications

• Pay-for-performance is credible: outsized FY2025 AIP/PRSU outcomes track to strong sales/margin/EPS and triple‑digit TSR, supporting alignment between realized pay and performance .
• Retention is actively managed: large in‑the‑money equity overhang plus a $15M 3‑year special grant (with performance leg) mitigate near‑term succession risk but warrant monitoring for future equity overhang and dilution; 2026 LTI mix shift further increases performance leverage .
• Change‑in‑control protections are shareholder‑standard: double‑trigger CIC, no excise gross‑ups, robust clawbacks and anti‑hedging reduce governance risk; CEO CIC multiple at 2.5x is within market norms for size/sector .
• Ownership alignment is solid: CEO exceeds guideline methodology and held 1.67M shares/derivatives as of Aug 31, 2025; no disclosed pledging; anti‑hedging in place—reducing misalignment risks .
• Signal watchlist: monitor cadence of option exercises (1.24M options exercisable within 60 days as of Aug 31, 2025), future special awards, and the EPS‑linked PRSU under the special grant (FY2028) for read‑through on long‑term earnings trajectory and management confidence .