Margaret Hayne
URBAN OUTFITTERSAbout Margaret Hayne
Margaret A. Hayne (age 66) is Co‑President (since Oct 2020) and Chief Creative Officer (since Nov 2013) at Urban Outfitters, Inc., and has served on URBN’s Board since 2013; she joined the company in August 1982, giving her 40+ years of retail and creative leadership experience . Company performance context: FY2025 Net Sales were $5.551 billion and Operating Income $473.8 million; URBN’s cumulative TSR value of a fixed $100 investment stood at $216.48 for FY2025 versus $148.44 in FY2024 (company‑selected measures used in pay‑versus‑performance) . She is married to Richard A. Hayne, URBN’s Chairman and CEO, and is considered a non‑independent director under NASDAQ criteria, with a board structure combining CEO and Chair offset by a Lead Independent Director role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| URBN | Co‑President | Oct 2020–present | Senior leadership across brands and creative direction |
| URBN | Chief Creative Officer | Nov 2013–present | Company‑wide creative leadership |
| Free People (URBN) | Chief Executive Officer | Aug 2015–Oct 2020 | Brand growth leadership; drove financial goals tied to brand metrics |
| Free People (URBN) | President | Mar 2007–Aug 2016 | Brand management and merchandising |
| URBN | Employee (joined company) | Aug 1982–present | 40+ years retail/wholesale experience |
External Roles
No external public company directorships or outside board service disclosed for Margaret A. Hayne in the latest proxy.
Fixed Compensation
| Metric ($USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | 919,177 | 967,775 | 1,000,757 |
| Holiday Bonus | 5,000 | 5,000 | 5,000 |
| Stock Awards (Grant‑Date Fair Value) | 1,649,700 | 1,650,006 | 1,649,971 |
| Non‑Equity Incentive Plan Compensation | 313,500 | 2,452,060 | 2,138,185 |
| All Other Compensation | 50,571 | 13,704 | 10,477 |
| Total Compensation | 2,937,948 | 5,088,545 | 4,804,389 |
| FY2025 Bonus Framework | Target % of Base | Maximum % of Base |
|---|---|---|
| Co‑President (Hayne) | 150.0% | 262.5% |
Performance Compensation
FY2025 Annual Cash Incentive (Incentive Plan)
| Metric | Weight | Threshold | Target | Maximum | FY2025 Actual Performance | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| URBN Net Sales | 37.5% | $5.277B | $5.441B | $5.604B | $5.551B (Net Sales) | 168% of Target for financial bonus component | Paid after fiscal year end |
| URBN Operating Income | 37.5% | $406.1M | $451.2M | $496.4M | $473.8M (Operating Income) | 160% of Target for financial bonus component | Paid after fiscal year end |
| Personal Goals (IMU, Talent, Sales) | 25.0% (cap at Target) | Prorated below Target | 37.5% of base at Target | — | Five initiatives: IMU, Talent (3), Sales | Not disclosed | Paid after fiscal year end |
FY2025 actual Non‑Equity Incentive Plan payout for Hayne was $2,138,185, equating to roughly ~213% of base salary given her $1,000,757 base; design mechanics above explain overweight financial metrics and capped personal goals .
Equity Awards (Long‑Term Incentives)
| Award Type | Grant Date | Shares Granted | Grant‑Date FV ($) | Vesting Schedule | Performance Condition |
|---|---|---|---|---|---|
| RSUs | Mar 13, 2024 | 19,680 | 824,986 | 33 1/3% on Mar 11, 2026; 33 1/3% on Mar 10, 2027; 33 1/3% on Mar 8, 2028 | Time‑based only |
| PSUs | Mar 13, 2024 | 19,680 | 824,986 | Same as above (three equal tranches) | URBN Operating Profit Margin ≥ 5% for FYs ended Jan 31, 2026/2027/2028 |
Additional outstanding equity from prior cycles (as of Jan 31, 2025): unearned PSU/RSU units of 8,334; 21,667; 30,601; and 19,680 tranches with specified vest dates (some tranches vested in March 2025; remaining vest on Mar 8, 2026; Mar 5, 2026; Mar 4, 2027; and 2026–2028 per grant) .
Equity Ownership & Alignment
| Ownership Item | As of/Detail | Amount |
|---|---|---|
| Beneficial Ownership (Common Shares) | March 11, 2025 | 6,225,215 shares; 6.7% of outstanding |
| Ownership Breakdown | Trusts & 401(k) | 5,046,656 shares via four trusts; 11,300 shares in URBN 401(k) Savings Plan (shared voting) |
| Executive/Director Ownership Guidelines | Policy | Stock holding requirements: specified multiples; 5‑year compliance window; sale restrictions until compliant |
| Hedging/Shorting Policy | Prohibited Activities | No options, shorts, hedging/monetization (e.g., collars, swaps) for covered insiders |
| Shares Pledged as Collateral | Disclosure | Not disclosed; no pledging policy language identified in proxy |
| Upcoming Potential Stock Supply | Scheduled Vesting | RSU/PSU tranches scheduled in 2026–2028 (see Performance Compensation table) |
Employment Terms
| Term | Status/Provision | Notes |
|---|---|---|
| Employment Agreement | None | URBN has no employment agreements/contracts with current NEOs |
| Severance Policy | None (general) | Company may at its discretion provide severance in future; no current policies |
| Change‑of‑Control | Double‑trigger | Post‑Fiscal 2022 award agreements include double‑trigger (CoC + termination without cause/good reason) for accelerated vesting; CoC excludes acquisitions by Richard A. Hayne or benefit plans |
| Deferred Compensation | Not participating | Deferred Compensation Plan exists; NEOs currently do not participate |
| 401(k) Match | FY2025 | $8,826 URBN match for Hayne |
| Perquisites | FY2025 | Life insurance premiums $1,651 paid by URBN |
Board Governance (Director Service, Committees, Independence)
| Attribute | Detail |
|---|---|
| Board Tenure | Director since 2013; 12 years in matrix |
| Independence | Non‑independent (employee director; spouse of CEO) |
| Committees | Not listed on Audit, Compensation, or Nominating Committee matrices (committees composed of independent directors) |
| Attendance | Board met 4 times in FY2025; all directors attended ≥75% of meetings and committees |
| Board Structure | Combined Chair/CEO (Richard A. Hayne); Lead Independent Director (Edward N. Antoian) with defined authority |
| Executive Sessions | Regular executive sessions of independent directors |
Dual‑role implications: Concentration of control (co‑founder CEO also Chairman) and multiple family relationships create independence considerations; mitigations include majority‑independent board, lead independent director, independent committees, and executive sessions without management .
Director Compensation
URBN pays cash retainers and grants RSUs to non‑employee directors (e.g., $100,000 cash and 3,700 RSUs granted June 5, 2024); employee directors such as Margaret A. Hayne are not included in the non‑employee director compensation table .
Compensation Peer Group (Benchmarking)
Peer retailers used for FY2024 benchmarking by Korn Ferry: PVH, Ralph Lauren, Williams‑Sonoma, Under Armour, Capri Holdings (Michael Kors), Tapestry, American Eagle Outfitters, Abercrombie & Fitch, Carter’s, Genesco, Columbia Sportswear, G‑III Apparel Group, Lululemon Athletica, Guess, Victoria’s Secret & Co., Levi Strauss & Co. (no fixed target percentile; market competitive aim) . Korn Ferry consultant fees in FY2025: $45,600 .
Say‑on‑Pay & Shareholder Feedback
Say‑on‑pay approval was ~99% of votes cast at URBN’s 2024 Annual Meeting; the board proposes annual advisory votes and monitors alignment with investor feedback .
Related Party Transactions
Family relationships: Margaret A. Hayne (Co‑President & CCO) is married to Richard A. Hayne (Chairman/CEO); additional Hayne family members employed at URBN (e.g., David A. Hayne, CTO & President of Nuuly; compensation $3,014,870 in FY2025), all reviewed under the Code of Conduct for conflicts and approved by the Board .
Investment Implications
- Alignment strong: Hayne’s substantial beneficial stake (6.7% of shares outstanding) and long‑dated RSU/PSU schedules align incentives with long‑term value creation; hedging/shorting prohibitions reduce misalignment risk .
- Near‑term supply/pressure: Multiple vesting tranches in 2026–2028 (both RSUs and PSUs) could create selling pressure around vest dates; PSU realization depends on ≥5% operating margin hurdle each year, tightening pay‑for‑performance linkage .
- Governance watchpoints: Combined CEO/Chair and family ties warrant continued focus on independent oversight and committee controls; presence of a Lead Independent Director and majority‑independent board are mitigants .
- Cash incentive quality: FY2025 bonuses tied to Net Sales and Operating Income with above‑target payouts (168%/160% of target) signal strong financial execution at the consolidated level, while brand‑level underperformance (Urban Outfitters brand) did not pay out, reflecting discipline in the design .