Richard Hayne
URBAN OUTFITTERSAbout Richard Hayne
Richard A. Hayne, age 77, co-founded Urban Outfitters in 1970 and has served as Chairman since incorporation in 1976; he is currently both Chairman and Chief Executive Officer, having served as principal executive officer until 2007 and again since January 2012, and previously as President until February 2016 . Under his leadership and over recent years, URBN’s pay-versus-performance disclosures show cumulative TSR rising from $107.15 in FY2021 to $216.48 in FY2025, with Net Sales growing from $3,449,749 thousand to $5,550,666 thousand and Operating Income from $3,972 thousand to $473,764 thousand over the same period . He requested a $1 base salary beginning in Fiscal 2009, continuing through Fiscal 2025; his FY2025 total compensation was $1,041,140, driven primarily by a $1,000,000 performance bonus tied to URBN Net Sales and Operating Income goals . Governance-wise, URBN combines the CEO/Chairman roles but mitigates with a Lead Independent Director and independent-only committees and executive sessions after most board meetings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Urban Outfitters, Inc. | Co-founder | 1970–present | Founder stewardship and brand creation; strategic leadership since inception . |
| Urban Outfitters, Inc. | Chairman of the Board | 1976–present | Agenda-setting and board leadership; combined Chairman/CEO structure with oversight mitigations . |
| Urban Outfitters, Inc. | Principal Executive Officer (CEO) | Until 2007; since Jan 2012–present | Executive leadership across multiple cycles; responsible for operating performance . |
| Urban Outfitters, Inc. | President | Until Feb 2016 | Operating leadership prior to COO structure; transition to current executive team framework . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $1 | $1 | $1 |
| Holiday Bonus ($) | $5,000 | $5,000 | $5,000 |
| All Other Compensation ($) | $50,461 | $28,839 | $36,139 |
| Total Compensation ($) | $55,462 | $1,033,840 | $1,041,140 |
Notes:
- CEO Pay Ratio FY2025: 48:1 (median employee $21,778; CEO $1,041,140) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|
| URBN Net Sales (Annual Bonus) | 50% | $5.441 billion | $5.551 billion | 168% of Target | Cash bonus under Incentive Plan (FY2025 bonus paid post-year end) |
| URBN Operating Income (Annual Bonus) | 50% | $451.2 million | $478 million (adjusted) | 160% of Target | Cash bonus under Incentive Plan (FY2025 bonus paid post-year end) |
| CEO Target Bonus Opportunity | — | $1,000,000 (Target) | — | — | FY2025 non-equity incentive paid $1,000,000 |
Notes:
- Bonus metrics and payouts reflect company-wide targets and Compensation Committee methodology; committee retains discretion for certain adjustments (e.g., impairments, FX, force majeure), and applied adjusted Operating Income for payout determination .
- Richard Hayne did not receive RSU/PSU grants in FY2025–FY2023; equity vesting is not applicable to him in these periods .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Shares) | 18,362,800 shares . |
| Ownership as % of Shares Outstanding | 19.8% (based on 92,809,665 shares outstanding as of March 11, 2025) . |
| Included in Beneficial Ownership | 35,140 shares (Hayne Foundation); 265,573 shares (trusts with family beneficiaries); 23,481 shares (401(k) allocation, shared voting) . |
| Shares Excluded (Spouse) | Excludes 6,225,215 shares beneficially owned by spouse; disclaimed by Richard A. Hayne . |
| Outstanding RSUs/PSUs/Options | None outstanding for Richard A. Hayne at FY2025 year-end . |
| Hedging/Pledging | Policy prohibits hedging, short positions, and certain monetization transactions (e.g., collars, swaps) by directors/officers; pledging not expressly disclosed . |
| Stock Ownership Guidelines | CEO/directors/executives required holdings based on specified share counts or value multiples; 5-year compliance window; must retain at least 50% of net shares post-vesting until compliant . |
Employment Terms
| Provision | Status |
|---|---|
| Employment Agreement | None; the company has no employment agreements with current named executive officers . |
| Severance Policy | No policies for post-termination compensation arrangements; committee may consider future severance at its discretion . |
| Change-of-Control | Double-trigger acceleration for awards under the 2017 Plan (requires change-of-control plus termination without cause or resignation for good reason); excludes events where majority ownership is acquired by Richard A. Hayne or benefit plans; CEO had no outstanding equity awards in FY2025 . |
| Deferred Compensation | Nonqualified Deferred Compensation Plan exists; named executive officers currently do not participate . |
| Perquisites | Company-paid life insurance ($23,483) and automobile insurance ($4,154) in FY2025 . |
Board Governance
- Role and Independence: Combined Chairman and CEO; board determined he and spouse-director are not independent; majority of board is independent and meets in executive session without management after most meetings .
- Lead Independent Director: Edward N. Antoian (since 2018) with defined liaison, agenda approval, and shareholder communication duties .
- Committees: Independent-only Audit (Chair: Wesley S. McDonald), Compensation and Leadership Development (Chair: Todd R. Morgenfeld), and Nominating and Governance (Chair: John C. Mulliken) .
- Board Attendance: Four meetings in Fiscal 2025; each member attended at least 75% of board and committee meetings .
Board Matrix (selected items):
- Richard A. Hayne: Director since 1976; not independent; not on board committees .
- Female directors constitute 30% of board if all nominees are elected; board declassified; majority voting; proxy access adopted .
Compensation Peer Group & Say-on-Pay
| Item | Detail |
|---|---|
| Peer Group (2024 Korn Ferry) | PVH, Ralph Lauren, Williams-Sonoma, Under Armour, Capri, Tapestry, American Eagle, Abercrombie & Fitch, Carter’s, Genesco, Columbia Sportswear, G-III, Lululemon, Guess, Victoria’s Secret, Levi Strauss . |
| Target Percentile | No fixed target percentile; aim to be competitive; committee uses market comparisons and discretion . |
| FY2024 Say-on-Pay Approval | ~99% of votes cast approved executive compensation . |
| Frequency | Annual (based on 2023 shareholder preference); next frequency vote in 2029 . |
Related Party Transactions and Conflicts
| Relationship | Role/Compensation | Notes |
|---|---|---|
| Spouse: Margaret A. Hayne | Co-President & Chief Creative Officer; beneficial ownership 6,225,215 shares (includes family trusts and 401(k) allocation) . | Family relationship disclosed; not independent . |
| Son: David A. Hayne | CTO and President of Nuuly; FY2025 total compensation $3,014,870 . | Disclosed under Certain Business Relationships; approved under Code of Conduct . |
| Daughter-in-law: Samantha Hayne | Senior Concept Designer (Free People); FY2025 total compensation $183,771 . | Disclosed and approved under Code of Conduct . |
| Trustee/Co-trustee Arrangements | Significant shareholdings in family trusts; co-trustees include directors (e.g., Harry S. Cherken) . | Governance oversight acknowledged. |
Performance Track Record (Disclosure Window)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| TSR (Value of $100) | $107.15 | $112.19 | $106.99 | $148.44 | $216.48 |
| Peer Group TSR (Value of $100) | $109.59 | $117.78 | $129.89 | $157.57 | $205.34 |
| Net Sales ($000s) | $3,449,749 | $4,548,763 | $4,795,244 | $5,153,237 | $5,550,666 |
| Operating Income ($000s) | $3,972 | $408,566 | $226,623 | $369,795 | $473,764 |
| Net Income ($000s) | $1,236 | $310,616 | $159,699 | $287,674 | $402,462 |
Board Service History and Dual-Role Implications
- Board Service: Director since 1976; current Chairman; dual role justified by board for strategic continuity given founder status, with mitigations including lead director and executive sessions .
- Committee Roles: Not a member of Audit/Compensation/Nominating committees (independent-only) .
- Independence: Not independent under NASDAQ criteria .
- Governance Considerations: Combined CEO/Chairman can raise independence concerns; URBN mitigates via majority-independent board, lead director authorities, independent committee oversight of CEO performance and compensation .
Investment Implications
- Alignment: Strong “skin-in-the-game” with ~19.8% ownership and no ongoing equity vesting pressure; hedging prohibited, reducing misalignment risk; lack of pledging disclosure should be monitored .
- Incentives: Pay-for-performance structure with $1 salary and large performance bonus tied to Net Sales and Operating Income; FY2025 payouts above target (168%/160%) reflect top-line and profitability execution; absence of CEO equity grants in recent years reduces dilution but also defers equity-based lock-ins .
- Governance Risk: Combined CEO/Chairman and multiple family members in senior roles (including spouse as Co-President) introduce related-party optics; mitigations include independent-only committees, lead director, and strong shareholder support (99% say-on-pay) .
- Retention/Change-of-Control: No employment agreements or severance; double-trigger change-of-control applies to awards under 2017 Plan, but CEO currently has no outstanding awards—retention relies on alignment via ownership and annual incentives .
- Performance Trajectory: Multi-year improvement in TSR, Net Sales, and Operating Income per pay-versus-performance data suggests effective execution during recent periods; continued oversight integrity and competitive peer benchmarking support disciplined compensation decisions .
Overall, Richard Hayne’s outsized ownership, $1 salary, and bonus tied to core P&L drivers provide clear alignment with shareholders, while governance mitigations partially offset dual-role and family-related optics; monitoring of any future pledging disclosures, bonus metric calibration, and brand-level execution remains prudent .