Frederic Cumenal
About Frederic Cumenal
- Independent Director at Veris Residential (Veris) since 2019; age 65; Chair of the Compensation Committee and member of the Strategic Review Committee .
- Former CEO of Tiffany & Co. (2015–2017) with extensive global consumer/brand leadership and LVMH operating experience; education includes Institut d’Études Politiques, MBA (ESSEC), and HBS Advanced Management Program .
- Independence: Determined independent by the Board under NYSE rules (one of eight of nine independent nominees) .
- Attendance: No director attended fewer than 75% of meetings in 2024; all nine directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tiffany & Co. (NYSE: TIF) | Chief Executive Officer; President; Executive President (sales/global distribution) | CEO 2015–2017; President 2013–2015; Executive President 2011–2013 | Led global luxury brand; board director 2013–2017 |
| LVMH Group (Moët Hennessy) | CEO Moët & Chandon; CEO Domaine Chandon; MD Moët Hennessy Europe | ~15 years (prior to 2011) | Senior operating leadership across wine & spirits |
| Ferruzi Group | EVP Marketing, Strategy & Development | n/a | Strategy leadership |
| Procter & Gamble France | Brand Manager | n/a | Consumer brand management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lugano Diamonds | Director | 2021–Present | Current public/private company director |
| Blue Nile, Inc. | Independent Director | 2017–2022 | E-commerce jewelry board service |
| Constellation Brands (NYSE: STZ) | Director | 2016–2017 | Large-cap beverage alcohol board service |
| Whitney Museum of American Art | Trustee | 2015–2017 | Non-profit governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (NYSE standards) |
| Committee assignments | Chair, Compensation Committee; Member, Strategic Review Committee |
| Committee activity (2024) | Compensation Committee met 4x; Strategic Review Committee met 4x |
| Board/meeting attendance | Board met 7x; no director <75% attendance; all directors attended 2024 annual meeting |
| NESG oversight of ESG | NESG oversees ESG; board uses skills matrix and annual evaluations |
| Anti-hedging/pledging policy | Directors prohibited from hedging/pledging/margining company securities |
| Independence/Interlocks check | Compensation Committee comprised solely of independent directors; no interlocks or related-person transactions reported for committee members |
Fixed Compensation (Director)
| Component (FY2024) | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $75,000 | |
| Compensation Committee member retainer | $7,500 | |
| Compensation Committee Chair retainer | $15,000 (in addition to member retainer) | |
| Strategic Review Committee meeting fees | $1,000 per meeting (no member retainer); 4 meetings in 2024 | |
| Cash fees earned (Cumenal) | $102,000 (of which $98,000 deferred into DSUs) | |
| Deferred Compensation Plan | Cash fees can be converted to DSUs at market price; distributed in shares after board service ends or upon CoC |
Cross-check: $75,000 + $7,500 + $15,000 + ~$4,000 SRC meeting fees ≈ $101,500, aligns with reported $102,000 cash fees .
Performance Compensation (Director)
| Equity Award | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RS grant (non-employee directors) | June 26, 2024 | 8,904 RS; $130,000 grant-date fair value ($14.60/sh) | Vests June 11, 2025 (one-year) | Standard annual grant to each non-employee director |
Note: Director equity is time-based; there are no director-specific performance metrics disclosed (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current other boards | Lugano Diamonds (Director) |
| Recent prior boards | Blue Nile, Inc. (2017–2022); Constellation Brands (2016–2017); Tiffany & Co. board (2013–2017) |
| Interlocks | Compensation Committee disclosed no interlocks or insider participation in 2024 |
| Potential conflicts | No related-person transactions involving Cumenal disclosed; related-party review policy in place and prohibits director participation where conflicted |
Expertise & Qualifications
- Consumer luxury and global brand leadership (CEO of Tiffany; senior LVMH roles) .
- Public company board and compensation oversight experience (Compensation Committee Chair at Veris) .
- Strategic transformation exposure and international operating expertise .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (Cumenal) | 38,591 shares; <1% of outstanding | As of April 17, 2025 |
| Director ownership guideline | 5x annual cash retainer; company states current requirement “$325,000” | Retain 100% of net-after-tax shares until compliant; all directors in compliance and progressing toward goal at last measurement |
| Hedging/pledging | Prohibited for directors | |
| Deferrals/DSUs | Elected to defer $98,000 of 2024 cash fees into DSUs |
Governance Assessment
-
Strengths
- Independent director with deep CEO-level consumer/brand experience; chairs Compensation Committee; robust attendance record for the board overall .
- Compensation Committee independence and no interlocks reduce conflict risk; active committee cadence (4x in 2024) .
- Strong alignment policies: stock ownership guidelines (5x retainer), 100% post-tax retention until guideline met, anti-hedging/pledging, clawbacks in place (Dodd-Frank and additional policy) .
- Director compensation mix balanced with equity ($130k annual RS) and ability to defer fees into equity (Cumenal elected $98k deferral), reinforcing alignment .
-
Watch items
- Strategic Review Committee includes investors and CEO; while standard for evaluating alternatives, continued transparency on mandate and outcomes remains important for minority holders .
- Large shareholder representation on board (Madison, Bow Street) is disclosed elsewhere in proxy; however, Cumenal is independent and not affiliated with those holders .
-
Investor confidence signals
- 2024 Say-on-Pay support of ~96.1% indicates broad shareholder endorsement of compensation oversight, reflecting on Compensation Committee leadership (chaired by Cumenal) .
Appendix: Program Safeguards Referenced
- Clawback policies (2021 policy; 2023 Dodd-Frank-compliant policy) .
- Related-party transaction policy with NESG review and recusal requirements .
- Director compensation framework (cash retainers, chair/membership fees, SRC meeting fees, annual equity grant) .
- Board evaluation and majority voting with resignation policy for failed elections .