DEF 14A 1 nc10014780x1_def14a.htm DEF14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
Preliminary Proxy Statement
Soliciting Material under §240.14a-12
Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Tapestry, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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DEAR STOCKHOLDER:
You are invited to join us for the 2020 Annual Meeting of Stockholders of Tapestry, Inc., a Maryland corporation, at 9:00 a.m., Eastern Time, on November 5, 2020. This year, in light of the environment, we will be conducting our meeting exclusively online via live webcast at www.virtualshareholdermeeting.com/TPR2020. As always, your vote is important. Please refer to the attached Notice of 2020 Annual Meeting of Stockholders and Proxy Statement for information detailing the matters to be considered and voted upon at this year’s meeting.

Fiscal 2020 was a pivotal year for Tapestry. At the start of the fiscal year, we embarked on a comprehensive review of our

Susan Kropf

Joanne Crevoiserat
business to identify opportunities to drive sustainable organic growth and profitability across the portfolio, and enhance shareholder value. This work shaped our path forward, underscoring significant potential for Coach, Kate Spade and Stuart Weitzman supported by Tapestry’s differentiated platform.
The clarity of our vision became increasingly important as the world rapidly and dramatically changed. We entered the calendar year with strong underlying trends driven by continued momentum at Coach and a sequential improvement at Kate Spade. However, as the Covid-19 pandemic expanded across the globe, our results materially weakened as we temporarily closed most of our stores. In the face of the pandemic, we acted swiftly to protect the health and well-being of our people, their families and our communities. We took decisive actions to preserve liquidity and enhance financial flexibility, while effectively adapting our business. We distorted our investment towards digital, driving engagement with customers and generating significant e-commerce sales gains. At the same time, we tightly managed inventories and began to implement changes to create a more agile operating model. We are incredibly proud of our team’s passion, resilience and focus during these unprecedented times.
We believe in our ability to continue to successfully navigate the current environment and emerge a stronger company. Importantly, the evolving landscape has not changed our priorities. Rather, it has served as a catalyst to accelerate our strategic initiatives. In August, we unveiled our multi-year strategic growth agenda — our Acceleration Program. The key pillars of this program are sharpening our focus on the consumer, leveraging data and leading with a digital-first mindset, and transforming into a leaner, more responsive organization. We believe the successful execution of these priorities will create deeper connections with our customers, fueling desire for our brands and driving accelerated revenue growth, higher gross margins and substantial operating leverage across Tapestry’s portfolio.
Our focus on driving long-term sustainable value for all stakeholders is unwavering. We have a clear vision, strong teams and three powerful brands supported by Tapestry’s unique, enabling platform. We are confident that Tapestry’s next chapter of growth is ours to write.
Thank you for your continued support.
Sincerely,


Susan Kropf
Chair of the Board of Directors
Joanne Crevoiserat
Interim Chief Executive Officer

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NOTICE OF 2020 ANNUAL MEETING
OF STOCKHOLDERS
We will hold the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Tapestry, Inc., a Maryland corporation (the “Company” or “Tapestry”), virtually via live webcast by visiting www.virtualshareholdermeeting.com/TPR2020, on November 5, 2020, at 9:00 a.m., Eastern Time, for the following purposes:
1.
2.
3.
4.
5.
To transact any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.
The foregoing items of business are more fully described in the accompanying proxy statement. The Board of Directors has fixed the close of business on September 8, 2020 as the record date for the Annual Meeting, and only holders of record of common stock at such time will be entitled to notice of or to vote at the Annual Meeting or any postponement or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,

David E. Howard
Senior Vice President, General Counsel and Secretary
New York, New York
September 25, 2020

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YOUR VOTE IS IMPORTANT
If you hold your shares in street name, based on current New York Stock Exchange (“NYSE”) rules, your broker will NOT be able to vote your shares with respect to the election of directors (Proposal No. 1), the advisory vote to approve the Company's executive compensation (Proposal No. 3), or the approval of the Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (Proposal No. 4) if you have not provided directions to your broker. We strongly encourage you to provide directions to vote your shares and exercise your right to vote as a stockholder.
Regardless of whether you plan to join the meeting, please follow the instructions you received to authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the meeting. If you attend the meeting you may vote your shares personally even though you have sent in proxies or authorized a proxy to vote online. You will need your unique control number which appears on the Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to vote your shares the Annual Meeting.
Help us make a difference by eliminating paper proxy mailings to your home or business: with your consent, we will provide all future proxy voting materials and annual reports to you electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.
SPECIAL NOTE ON FORWARD-LOOKING INFORMATION
This document contains certain forward-looking statements based on management’s current expectations. These forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “may,” “will,” “should,” “expect,” “confidence,” “trends,” “intend,” “estimate,” “on track,” “are positioned to,” “on course,” “opportunity,” “continue,” “project,” “guidance,” “target,” “forecast,” “anticipated,” “plan,” “potential,” the negative of these terms or comparable terms. These statements include, but are not limited to, those regarding the Company’s Acceleration Program (as described herein) and other strategic initiatives and certain agreements and plans that will require us to provide compensation to our executives upon the occurrence of future events, such as the achievement of Company objectives and the termination of an individual’s employment or a change in control of the Company, and those regarding expectations that certain performance goals and/or targets for management and/or the Company will be attained. These future events may not occur as and when expected, if at all, and, together with the Company’s business, are subject to various risks and uncertainties. These risks and uncertainties include that future compensation to our named executive officers, and the events that could trigger such payments, may vary materially from the descriptions described herein due to factors beyond our control, such as the timing during the year of a triggering event, the amount of future non-equity incentive compensation and the value of our stock on the date of a triggering event. The Company’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of important factors, including but not limited to: (i) the impact of the novel coronavirus (“Covid-19”) global pandemic on our business and financial results; (ii) our ability to successfully execute our multi-year growth agenda under our Acceleration Program; (iii) the impact of economic conditions; (iv) our ability to control costs; (v) our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products; (vi) the risk of cyber security threats and privacy or data security breaches; (vii) the effect of existing and new competition in the marketplace; (viii) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner; (ix) the effect of seasonal and quarterly fluctuations on our sales or operating results; (x) our ability to protect against infringement of our trademarks and other proprietary rights; (xi) the impact of tax and other legislation; (xii) our ability to achieve intended benefits, cost savings and synergies from acquisitions; (xiii) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (xiv) the risks associated with climate change and other corporate responsibility issues; and (xv) the other risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020 (“fiscal year 2020”), or those described from time to time in the Company’s future reports filed with the Securities and Exchange Commission. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law. In this proxy statement references to “we,” “our,” “us,” “Tapestry” and the “Company” refer to Tapestry, Inc., including its consolidated subsidiaries as of June 27, 2020. Unless the context requires otherwise, references to “Coach,” “Kate Spade” and “Stuart Weitzman” throughout this proxy statement refer only to the identified brand.

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2020 ANNUAL MEETING OF STOCKHOLDERS (the “Annual Meeting”)
Thursday, November 5, 2020
9:00 a.m. Eastern Time
Held virtually online via live webcast at www.virtualshareholdermeeting.com/TPR2020
Record Date:
Close of business on September 8, 2020
Participating in the Annual Meeting:
• We invite you to join the Annual Meeting online via live webcast. There will not be a physical meeting. You will be able to participate in the virtual Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/
TPR2020. The webcast replay of the Annual Meeting will be available soon after the meeting on our Investor Relations website for at least 30 days.
• Please note that stockholders will need their unique control number which appears on their Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to vote shares or ask questions prior to or at the Annual Meeting. If you are a beneficial owner and you do not have a control number, you must contact your broker or other financial institution to obtain a control number or voting instructions.
• Prior to the Annual Meeting, you may vote your shares and submit pre-meeting questions online by visiting proxyvote.com and following the instructions on your proxy card.
• If you encounter any technical difficulties during check-in or during the Annual Meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/
TPR2020.
Voting:
• Stockholders on the record date are entitled to notice and to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and each of the other proposals.
• Please authorize a proxy to vote your shares as soon as possible. If you are a beneficial owner of shares of our common stock, your broker will NOT be able to vote your shares with respect to any of the matters presented at the meeting other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions.
• You do not need to participate in the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting.
• See the “Questions You May Have Regarding this Proxy Statement” section on page 8 of this proxy statement for more information.
Even if you plan to join our Annual Meeting, please authorize a proxy to cast your vote as soon as possible by:




using the Internet at
www.proxyvote.com
scanning this QR code
to vote with your mobile device
calling toll-free from
the United States, U.S.
territories and Canada
to 1-800-690-6903
mailing your signed proxy
or voting instruction form

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PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review Tapestry's Annual Report on Form 10-K (the “Form 10-K”) for fiscal year 2020 and this entire proxy statement. We are mailing the Notice of 2020 Annual Meeting of Stockholders and instructions on how to access this proxy statement via the Internet (or, for those who request it, a hard copy of this proxy statement and the proxy card) to our stockholders on or about September 25, 2020.
About Tapestry
Tapestry, Inc. (the “Company” or “Tapestry”) is a leading New York-based house of modern luxury accessories and lifestyle brands. Tapestry is powered by optimism, innovation and inclusivity. Our brands are approachable and inviting and create joy every day for people around the world. Defined by quality, craftsmanship and creativity, the brands that make up our house give global audiences the opportunity for exploration and self-expression. Tapestry is comprised of the Coach, Kate Spade and Stuart Weitzman brands, all of which have been part of the American fashion landscape for over 25 years.
The Company’s corporate headquarters is in midtown Manhattan at 10 Hudson Yards, New York, New York 10001. Tapestry is a publicly traded company listed on the NYSE, traded under the symbol TPR.
Fiscal Year 2020 Business Review
We began fiscal 2020 with a focus on profitable growth through innovation, investing in digital capabilities and harnessing the power of our multi-brand model. We entered the calendar year in a position of strength; however, the Covid-19 pandemic has had material impacts on our business, including the temporary closure of the significant majority of our stores globally during the second half of the fiscal year. In the face of the pandemic, we acted swiftly to preserve liquidity and enhance financial flexibility.
We have reduced SG&A and capital expenditures, are tightly managing inventories, have suspended Tapestry’s quarterly cash dividend and share repurchase program and have drawn down $700 million from our $900 million revolving credit facility.
We also implemented organizational cost cutting measures, including a reduction in our corporate and retail workforce, elimination of merit salary increases and temporary salary reductions for fiscal year 2021, and made no payout under the Company’s annual incentive plan for fiscal year 2020. See Compensation Discussion and Analysis for more information.
We committed to taking the appropriate actions to protect the health and safety of our employees, customers and communities, enhancing health and safety operating procedures at our distribution centers and stores, including additional training and protocols, adherence to social distancing measures and providing contact-free shopping opportunities when safe to do so.
We exited the year with fourth quarter results ahead of internal top and bottom line expectations, reflecting our effective and values-led approach to navigating the Covid-19 pandemic; we re-opened the vast majority of our directly operated stores by year-end, drove strong e-commerce growth, expanded gross margin and achieved substantial SG&A savings. We also ended the year with $1.4 billion in cash and equivalents.
Long Term Strategic Agenda - Our Acceleration Program
Looking forward, we believe we remain well-positioned to continue navigating the current environment. The changing landscape has not changed our priorities, rather it has been a catalyst to accelerate our strategy under our multi-year growth agenda - our Acceleration Program, which we formally announced in August 2020. The guiding principle of our Acceleration Program is to better meet the needs of each of our brands' unique customers by:
Sharpening our Focus on the Consumer: Operating with a clearly defined purpose and strategy for each brand and an unwavering focus on the consumer at the core of everything we do.
Leveraging Data and Leading with a Digital-First Mindset: Building significant data and analytics capabilities to drive decision-making and increase efficiency; offering immersive customer experiences across our e-commerce and social channels to meet the needs of consumers who are increasingly utilizing digital platforms to engage with brands; rethinking the role of stores with an intent to optimize our fleet.
Transforming into a Leaner and More Responsive Organization: Acting with greater agility, simplifying internal processes and empowering teams to act quickly to meet the rapidly changing needs of the consumer.
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 PROXY SUMMARY
We have a clear vision, strong teams and three powerful brands supported by Tapestry’s unique, enabling platform. We believe the successful execution of our Acceleration Program will fuel desire for the Coach, Kate Spade and Stuart Weitzman brands, driving accelerated revenue growth, higher gross margins and substantial operating leverage across Tapestry’s portfolio.
Leadership Transitions
The Company underwent several leadership changes during and shortly after fiscal year 2020. In July 2020, after the end of the fiscal year, Jide Zeitlin resigned as Chairman and Chief Executive Officer and member of the Board of Directors of the Company for personal reasons. Upon Mr. Zeitlin's resignation, Susan Kropf, the Company's Lead Independent Director was appointed as the independent Chair of the Company's Board of Directors. In addition, the Board appointed three proven leaders to interim positions who each bring over thirty years of relevant experience to their roles and have been instrumental in guiding the organization through the Covid-19 pandemic: Joanne Crevoiserat, the Company's Chief Financial Officer was appointed as Interim Chief Executive Officer; Andrea Shaw Resnick, the Company's Global Head of Investor Relations was appointed as Interim Chief Financial Officer; and Todd Kahn, the Company's President and Chief Administrative Officer was appointed as Interim Chief Executive Officer and Brand President, Coach. See Compensation Discussion and Analysis - Executive Summary for additional information our recent leadership changes.
Our Board is engaged in a search for a permanent Chief Executive Officer, which includes internal and external candidates. Importantly, the Board is confident that the Company's Acceleration Program is the right strategy to drive growth and enhance value for all stakeholders and believes that the strong leadership team in place will continue to successfully execute this agenda.
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 PROXY SUMMARY
ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS (page 8)
Proposal
Board Voting Recommendation
Page Reference
(for more detail)
FOR EACH NOMINEE
FOR
FOR
FOR
CORPORATE GOVERNANCE HIGHLIGHTS (page 12)
The Company's Board of Directors (the “Board” or “Board of Directors”) is elected by the stockholders to oversee management and to assure that the long-term interests of the stockholders are being served.
All directors are independent
Bylaws contain Proxy Access provision
Bylaws may be amended by stockholders representing a majority of outstanding shares entitled to vote
Strong independent Chair of the Board
Annual election of all directors
Majority vote standard for uncontested director elections
Directors have significant board experience
Board oversight of risk management
Longstanding active stakeholder engagement
Rigorous director selection criteria, including outstanding achievement, board experience, wisdom, integrity, analytical prowess, business expertise and commitment to board duties
Code of Conduct for ethical business policies and conduct
Robust Corporate Responsibility program with Board oversight
Regular executive sessions of independent directors
Regular Board, Committee and CEO evaluations
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 PROXY SUMMARY
DIRECTOR NOMINEES (page 20)
Our director nominees bring an effective mix of viewpoints, backgrounds, diversity and experiences to the Board.

The following table provides summary information about each director nominee. All of the director nominees are currently members of the Board of Directors.
Name
Age
Director
Since
Principal
Occupation
Independent
Audit
Committee
Human
Resources
Committee
Governance and
Nominations
Committee
Other Public
Company Boards
71
2006
Retired President and Chief
Operating Officer of Avon Products



• Kroger
• Sherwin Williams
64
2020
Retired Chairman, President and
Chief Executive Officer of The
Hershey Company


 
 
• Campbell Soup Company
• Colgate-Palmolive
• Elanco Animal Health
47
2018
Retired Founder and Chief
Executive Officer of zulily, inc.


55
2014
Executive Vice President and
Chief Financial Officer of Lowe's
Companies, Inc.

 


 
60
2017
Retired President of MGA
Entertainment, Inc.



• Kroger
• Raymond James Financial
47
2016
Chief Executive of Bertelsmann
China Corporate Center; Managing
Partner of Bertelsmann Asia
Investments


 
 
• BitAuto
• China Distance Education
• LexinFintech Holdings
61
2005
Chief Executive of Diageo plc



• Diageo
Number of Meetings in fiscal year 2020
7
8
5
*
Chair of the Board of Directors
**
Audit Committee Financial Expert
Committee Chair
Member
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CORPORATE RESPONSIBILITY: OUR SOCIAL FABRIC
At Tapestry, we believe shaping a world that is inclusive, sustainable and safe is a responsibility we share. We believe that addressing challenges is better done together. More than ever, we are focused on driving change for the betterment of our employees and their families, our partners, our communities. Tapestry’s corporate responsibility strategy, Our Social Fabric, unites teams across our business in meeting our 2025 Corporate Responsibility Goals (the “2025 Goals”) with a shared objective: to balance true fashion authority with meaningful, positive change. The Company is a signatory to the United Nations (“UN”) Global Compact, and as such, our corporate responsibility strategy is aligned with the UN Sustainable Development Goals. Tapestry’s 2025 Goals cover three strategic pillars: Our People, Our Planet and Our Communities, and have been approved by Tapestry’s Board of Directors, who have ultimate oversight of our Corporate Responsibility program.
2025 Corporate Responsibility Goals
Our People
Build diversity in North America Tapestry and brand leadership teams by increasing the number of North America-based ethnic minority leaders to better reflect our general corporate population.
Reduce differences in our Employee Inclusion Index scores based on gender and ethnicity.
Demonstrate a focus on career progression, development and mobility by filling 60% of leadership roles internally.
Enable all employees to manage both their work and personal life balance by achieving a global core benefit standard for self-care and parental and family leave policies.
Our Planet
Achieve a 20% reduction in absolute Scope 1 and Scope 2 CO2e emissions and achieve a 20% reduction in absolute Scope 3 CO2e emissions from freight shipping over a 2017 baseline.
Attain 95% traceability and mapping of our raw materials to ensure a transparent and responsible supply chain.
Achieve 75% recycled content in packaging and reduce North America corporate and distribution center waste by 25% over a 2017 baseline.
Achieve a 10% reduction in water usage across Tapestry and our supply chain.
Ensure that 90% of leather is sourced from silver-and gold-rated Leather Working Group tanneries.
Our Communities
Dedicate 100,000 volunteer service hours to be completed by our employees around the globe.
Give $75,000,000 in financial and product donations to nonprofit organizations globally.
Provide 50,000 people crafting our products access to empowerment programs during the workday.
Since establishing our 2025 Goals in April 2019, we have continued to build our corporate responsibility strategy around these three pillars and made meaningful progress towards our 2025 Goals. Recent highlights from our most recent Corporate Responsibility Report covering fiscal year 2019 include:
being listed on the Forbes 2020 “Best Employers for Diversity” list for the third consecutive year, and achieving our sixth consecutive score of 100 on the Human Rights Campaign Corporate Equality Index (CEI) “Best Places to Work for LGBTQ Equality”;
focusing on company-wide diversity and inclusion programs, such as establishing an Inclusion Council to ensure that employees with diverse perspectives and backgrounds are included in business decisions and introducing employee training intended to help employees identify and address unconscious biases and drive inclusive behaviors;
nearly tripling our Renewable Energy Certificate purchases, going from 1,335 MWh in fiscal year 2018 to 3,433 MWh;
increasing our adoption of recycled polyester, diverting 27 million plastic bottles from landfills; and
donating over $22 million via grants from the Coach Foundation and kate spade new york foundation, as well as through brand product donation.
For the full text of our Corporate Responsibility Report and GRI Standards Index, please see Our Social Fabric at www.tapestry.com/responsibility under the Resources section.
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 PROXY SUMMARY
2020 COMPENSATION (page 42)
Set forth below is the fiscal year 2020 compensation for each named executive officer (“NEO” or “Named Executive Officer”) as determined under Securities and Exchange Commission (“SEC”) rules. The hallmarks of our program include a strong pay-for-performance focus and annual and long-term incentives that support our business priorities, our talent objectives and stockholder value creation. See the notes accompanying the 2020 Summary Compensation Table on page 54 for more information.
Name & Principal Position*
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Joanne Crevoiserat
Interim Chief Executive Officer
785,769
700,000
2,800,002
831,901
0
142,265
5,259,937
Andrea Shaw Resnick
Interim Chief Financial Officer and Global Head of Investor Relations and Corporate Communications
486,880
104,000
500,009
0
0
37,202
1,128,091
Thomas Glaser
Chief Operations Officer
738,462
200,000
2,399,982
623,926
0
89,986
4,052,356
Todd Kahn
Interim Chief Executive Officer and Brand President, Coach; President and Chief Administrative Officer
750,000
0
960,007
665,522
0
22,662
2,398,191
Jide Zeitlin
Former Chairman and Chief Executive Officer
1,015,000
0
2,099,995
1,400,242
0
111,623
4,626,860
Victor Luis
Former Chief Executive Officer
306,923
0
2,879,999
1,996,561
0
2,918,303
8,101,786
Joshua Schulman
Former Chief Executive Officer and Brand President, Coach
975,000
0
1,500,005
1,039,875
0
18,632
3,533,512
* Messrs. Zeitlin and Schulman left the Company on July 20, 2020 and August 13, 2020, respectively, after the end of fiscal year 2020 and Mr. Luis left the Company on September 3, 2019, during fiscal year 2020.
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 PROXY SUMMARY
APPROVAL OF THE SECOND AMENDED AND RESTATED TAPESTRY, INC. 2018 STOCK INCENTIVE PLAN (page 72)
We are seeking stockholder approval of the Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (the “Amended 2018 Plan”). The Board believes that the Amended 2018 Plan will be a critical part of our pay-for-performance compensation program.
The Board has determined it is appropriate to amend and restate the Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (the “Existing 2018 Plan”) to reserve an additional 13,500,000 shares of Tapestry common stock for future grants (the “Share Increase”). Our Board approved the Amended 2018 Plan on September 21, 2020, subject to and effective upon stockholder approval at the 2020 Annual Meeting. If the Amended 2018 Plan is approved by stockholders at the 2020 Annual Meeting, it will supersede and replace the Existing 2018 Plan.
The Board unanimously recommends that our stockholders vote FOR approval of the Amended 2018 Plan because:
Aligning key employees to the same outcomes realized by our stockholders has been a hallmark of our compensation program, and allows us to continue to attract, retain and reward the best talent in our industry.
We generally grant long-term stock incentives annually to approximately 2,300 of our and our subsidiaries' employees around the world, including our executive officers and most of our store managers, to motivate them to drive our long-term performance.
It will enable us to have an adequate number of shares available for awards that we anticipate using or making over the next two years, as the remaining shares available for future awards under the Existing 2018 Plan will likely be insufficient to satisfy our long-term incentive compensation program needs. If the Share Increase is approved, a total of 51,693,835 shares of our common stock will be reserved for issuance under the Amended 2018 Plan, consisting of (i) 13,500,000 new shares reserved pursuant to the Share Increase, (ii) 32,248,639 shares reserved upon stockholder approval of the Existing 2018 Plan (consisting of 10,500,000 shares reserved under the Existing 2018 Plan when it was adopted in 2018, 8,250,000 shares reserved under the Existing 2018 Plan when it was amended in 2019 and 13,498,639 shares previously reserved under our prior incentive plan, the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”) that were not subject to outstanding awards), and (iii) 5,945,196 shares that were underlying outstanding awards under prior stock incentive plans that were forfeited or expired since the Existing 2018 Plan originally became effective on November 8, 2018. Additionally, shares currently subject to awards outstanding under our prior stock incentive plans may become available for grant under the Amended 2018 Plan if they are not issued due to forfeiture or expiration of the outstanding awards. Upon approval, 23,707,568 shares of common stock will be available for issuance for new awards as of the Record Date.
If our stockholders do not approve the Share Increase, we may experience a shortfall of shares of our common stock available for stock-based compensation awards. This shortfall could require us to replace the stock components of compensation with cash, which could reduce the alignment between key employees and stockholders and reduce our ability to retain and reward the many employees who are critical to our long-term success.
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QUESTIONS YOU MAY HAVE REGARDING THIS PROXY STATEMENT
1.
What is the purpose of these materials? 
The accompanying proxy is solicited on behalf of our Board. We provide these proxy materials to you in connection with our Annual Meeting. Our Annual Meeting will be held virtually via live webcast on Thursday, November 5, 2020, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/TPR2020.
As a holder of our common stock as of the close of business on September 8, 2020 (the record date), you are invited to join the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement.
2.
What information is contained in these materials?
The information included in this proxy statement relates to the proposals to be considered and voted on at the Annual Meeting, the voting process, the compensation of the directors of the Company (the “Directors”) and our Named Executive Officers, and other required information. Our Form 10-K for fiscal year 2020 is available to review with this proxy statement.
We are delivering the Notice of 2020 Annual Meeting of Stockholders and instructions on how to access the proxy statement (or, for those who request it, a hard copy of this proxy statement and the enclosed proxy card) to our stockholders on or about September 25, 2020
3.
What proposals will be voted on at the meeting?
5.
To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.
Our Board is not aware of any other matter that will be presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting, the persons named on your proxy will vote in accordance with their discretion on the matter.
4.
Does the Board of Directors recommend voting in favor of the proposals?
Our Board unanimously recommends that you vote your shares “FOR” each of the Director nominees in proposal 1 and “FOR” proposals 2, 3 and 4.
5.
What shares can I vote?
You may vote all of the shares of our common stock that you owned at the close of business on September 8, 2020, the record date.
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6.
What classes of shares are entitled to be voted?
Holders of our common stock are entitled to one vote for each share of stock held by them as of the close of business on the September 8, 2020 record date. On the record date, the
Company had 277,373,538 shares of common stock outstanding and entitled to be voted at the Annual Meeting, and no other stock of any series issued or outstanding.
7.
What do I need to do now?
Please carefully consider the information contained in this proxy statement and respond as soon as possible so that your shares will be represented at the Annual Meeting. You can respond by following the instructions for granting a proxy to vote presented in the Notice of Annual Meeting and Internet Availability of Proxy Materials you received; if you received paper copies of the Company's proxy materials, you can respond by completing, signing and dating your proxy card
and returning it in the enclosed envelope. Alternatively, you may attend the Annual Meeting virtually via live webcast and vote your shares at the meeting. If you grant a proxy to vote online, by telephone, or mail in a proxy card, you may still participate in the online meeting, should you choose do to so, you may revoke the proxy by voting your shares when joining our Annual Meeting.
8.
Do I need to attend the Annual Meeting?
No. You may authorize a proxy to vote your shares by following the instructions presented in the notice of the Annual Meeting and Internet Availability of Proxy Materials
or if you received or, if you requested a paper proxy card, by completing, signing and dating your proxy card and returning it in the envelope provided to you.
9.
How can I participate, vote and ask questions at the Annual Meeting?
Due to the uncertainties around the Covid-19 pandemic, we believe that it is in the best interest of our stockholders, our Board of Directors and our employees, that Tapestry's 2020 Annual Meeting be conducted via a live webcast, simultaneously allowing for greater participation and the opportunity to participate in the live, online meeting from any location convenient for you. We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting.
Stockholders may attend the Annual Meeting, vote and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TPR2020. Questions may also be submitted prior to the Annual Meeting at www.proxyvote.com. Stockholders will be able to review the rules of conduct and other meeting materials on www.virtualshareholdermeeting.com/TPR2020. We will answer questions that comply with the meeting rules of conduct during the Annual Meeting, subject to time constraints. If we receive substantially similar questions, we will group such questions together. The webcast replay of the Annual Meeting, including the question and answer portion,
will be available soon after the Annual Meeting on our Investor Relations website for at least 30 days.
Please note that stockholders will need their control number which which appears on their Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to access these sites and vote shares or ask questions prior to or at the Annual Meeting. If you hold your shares as a beneficial owner in street name and do not have a control number, please contact your bank or brokerage firm for voting instructions. If you access the Annual Meeting but do not enter your control number you will be able to listen to the proceedings, but you will not be able to otherwise participate.
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any technical difficulties during check-in or during the Annual Meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/TPR2020.
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10.
What constitutes a quorum, and why is a quorum required?
A quorum is required for the Tapestry stockholders to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person via the webcast or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum, permitting us to conduct the business of the Annual Meeting.
Proxies received but marked as abstentions, if any, and broker non-votes described below, will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of obtaining a quorum.
11.
What is the voting requirement to approval the proposals?
With respect to election of Directors (Proposal No. 1), our Bylaws provide that Directors will be elected by a majority of the total votes cast “FOR” and “AGAINST” each nominee in the election of directors at the Annual Meeting, either in person or by properly completed or authorized proxy. This means that the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” that nominee. There are no cumulative voting rights. Abstentions and broker non-votes will not have any effect on the election of Directors. See “What happens if a Director nominee does not receive a majority of the votes cast?” below for information concerning our director resignation policy.
Approval of Proposals No. 2 through 4 requires, in each case, “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting, either in person or by properly completed or authorized proxy.
Abstentions and broker non-votes will not have any effect on Proposals No. 2 and No. 3. Additionally, as discussed below, there will not be broker non-votes with regard to Proposal No. 2 as it is a routine matter.
Broker non-votes will not have any effect on Proposal No. 4; however, abstentions will count as votes cast and will have the same effect as votes cast against Proposal No. 4.
12.
What if I don't vote? What if I abstain? How are broker non-votes counted?
If you hold your shares in street name, based on current NYSE rules, your broker will NOT be able to vote your shares with respect to the election of Directors, the non-binding advisory approval of executive compensation, or the approval of the Second Amended and Restated 2018 Stock Incentive Plan. If you have not provided directions to your broker, we strongly encourage you to do so and exercise your right to vote as a stockholder. However, the NYSE considers Proposal No. 2, regarding the ratification of the appointment of Deloitte & Touche LLP, a routine matter. Thus, your broker or nominee may vote on your behalf with regard to Proposal No. 2, whether or not you provide voting instructions. When a proposal is not a routine matter and a brokerage firm has not received voting instructions from a beneficial owner of the
shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a broker non-vote. Abstentions and broker non-votes are generally not considered votes cast and will have no effect on the proposals, except the approval of the Second Amended and Restated 2018 Stock Incentive Plan. The approval of the Second Amended and Restated 2018 Stock Incentive Plan is subject to the stockholder approval requirements of the NYSE listing rules. Under these rules, abstentions will count as votes cast and will have the same effect as votes cast against Proposal No. 4. Broker non-votes are not considered to be votes cast under the NYSE requirements and therefore will not affect the voting results with respect to the approval of Proposal No. 4.
13.
What happens if a Director nominee does not receive a majority of the votes cast?
Under our Corporate Governance Principles, a Director nominee, running uncontested, who does not receive a majority of the votes cast, is required to tender his or her resignation for consideration by the Governance and Nominations Committee. The Governance and Nominations Committee will recommend to the Board whether to accept or reject the resignation.
The Board will act on the tendered resignation and publicly disclose its decision within 90 days following certification of the election results. Unless all Directors have tendered their resignation, any Director who tenders his or her resignation will not participate in the Board’s decision with respect to his or her resignation.
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14.
Can I change my vote after I have delivered my proxy?
Yes. You may change your vote at any time before your proxy is exercised at the meeting. You can do this in one of three ways. First, you can revoke your proxy by sending written notice to the Secretary of Tapestry before the Annual Meeting. Second, you can authorize online or send the Secretary of Tapestry a later-dated, signed proxy before the
meeting. Third, if you are a holder of record, you can attend the meeting through our live online webcast and submit your vote electronically. If your shares are held in an account at a brokerage firm or bank and you do not have your control number, you must contact your brokerage firm or bank for instructions on how to change your vote.
15.
If my shares are held in “street name” by my broker, will my broker vote my shares for me?
Your broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (which is limited to the ratification of the appointment of the
Company’s independent registered public accounting firm) or if you provide directions on how to vote by following the instructions provided to you by your broker.
16.
Who will count the votes?
All votes will be tabulated by Broadridge Financial Solutions, the inspector of elections appointed for the meeting.
17.
Where can I find voting results of the Annual Meeting?
We will announce preliminary voting results at the meeting and publish final results in a Form 8-K filed with the SEC within four business days after the end of the Annual Meeting.
18.
Who will bear the costs of soliciting votes for the meeting?
The expenses of soliciting proxies to be voted at the meeting will be paid by the Company. Following the original mailing of soliciting materials, we may also solicit proxies by mail, telephone, fax or email. Following the original mailing of soliciting materials, we will request that brokers, custodians, nominees and other record holders of common stock forward copies of the proxy statement and other soliciting materials
to persons for whom they hold shares of common stock and request authority for the exercise of proxies. In such cases, the Company, upon the request of the record holders, will reimburse these holders for their reasonable expenses. The Company has engaged Alliance Advisors LLC to solicit proxies for a fee of $12,500 plus reasonable out-of-pocket expenses.
19.
Whom should I call with other questions?
If you have additional questions about this proxy statement or the meeting or would like additional copies of this document, please contact: Tapestry, 10 Hudson Yards,
New York, New York 10001, Attention: Investor Relations Department, Telephone: (212) 629-2618.
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Meetings and Committees of the Board
The Board of Directors held nine (9) meetings during fiscal year 2020. In addition to meetings of the full Board, Directors also attended meetings of Board committees. Each of the Directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.
The Board of Directors has an Audit Committee, a Human Resources Committee (the “HR Committee”), which performs the functions of a compensation committee, and a Governance and Nominations Committee (“GN Committee”). The following table shows the current membership of our Board of Directors and these committees.
Board Membership and Committee Roster
Name of Director
Audit
Human Resources
Governance and
Nominations

Susan Kropf(1)


John P. Bilbrey(2)

Darrell Cavens

David Denton(3)


Anne Gates(4)


Annabelle Yu Long

Ivan Menezes


Committee Chair
Member
(1) Ms. Kropf was appointed Chair of the Board, effective July 21, 2020, succeeding Mr. Zeitlin who served as the Chairman of Tapestry’s Board of Directors until his resignation from the Company and the Board on July 20, 2020. Prior to her appointment as Chair, Ms. Kropf had served as the Lead Independent Director of the Board since September 4, 2019.
(2) Mr. Bilbrey joined the Board on April 14, 2020 and was appointed to the Audit Committee, effective May 7, 2020.
(3) Mr. Denton was appointed as member and Chair of the Human Resources Committee, effective May 7, 2020.
(4) Ms. Gates was appointed Chair of the Audit Committee, effective May 7, 2020.
All regular quarterly meetings of our Board of Directors and Board committees include an executive session of our non-employee directors (“Outside Directors” or “Independent Directors”) without members of management present. In fiscal year 2020, following Mr. Zeitlin's appointment as Chairman and Chief Executive Officer on September 4, 2019, Ms. Kropf presided over executive sessions of the Board of Directors in her prior role as Lead Independent Director. Ms. Kropf continues to preside over executive sessions in her role as independent Chair of the Board. Our Outside Directors and Board committees have authority to retain outside advisors as they deem necessary.
Tapestry encourages each member of the Board of Directors to attend each Annual Meeting of the Company’s stockholders, but has not adopted a formal policy with respect to such attendance.
All of the Company's Directors then-standing for re-election except for one attended the Annual Meeting of Stockholders held in 2019.
The Board of Directors and each committee of the Board of Directors conduct an annual self-evaluation, which considers a number of elements, such as an evaluation by each Director of the performance of Tapestry's Chief Executive Officer, each committee and the Board as a whole, and periodically includes an evaluation by each Director of the other directors. The results of these evaluations are discussed with the Board and committee members once completed.
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Audit Committee
The Audit Committee is comprised solely of Independent Directors and met seven (7) times during fiscal year 2020. The Audit Committee reviews Tapestry's auditing, accounting, financial reporting and internal control functions and has sole responsibility for the selection of independent accountants. The Audit Committee is required to pre-approve all services provided by the independent accountants to assure that these services do not impair the auditor's independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry and the independent accountants will provide an update to the Audit Committee. The Audit Committee reviews Tapestry's accounting principles and financial reporting, as well as the independence of Tapestry's independent accountants. In discharging its duties, the Audit Committee:
is directly responsible for the appointment, compensation determination and oversight of Tapestry's independent accountants;
is directly responsible for pre-approving the audit and non-audit services rendered by the independent accountants;
provides oversight of, and has authority for selection and evaluation of, Tapestry's internal auditors;
meets independently with Tapestry's internal auditors, its independent accountants and senior management;
reviews the general scope of matters relating to Tapestry's accounting, financial reporting, internal control systems,
annual audit and internal audit program as well as matters relating to the Company's information system architecture and cybersecurity, and the results of the annual audit; and
reviews with Tapestry's Chief Executive Officer and Chief Financial Officer the matters required to be personally certified by such officers in Tapestry’s public filings and the procedures followed to prepare for such certifications.
Tapestry’s Board of Directors determined that all members of the Audit Committee during fiscal year 2020 were “independent” as defined in the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that all were “financially literate” under the rules of the NYSE. The Board has determined that Anne Gates, the Chair of the Audit Committee, is considered an “audit committee financial expert” under federal securities laws. The Audit Committee operates pursuant to a charter initially approved by the Board of Directors in September 2000 and last revised by the Board in May 2016. A copy of the current charter is available on Tapestry's web site at www.tapestry.com/investors/ under the Committees section. We will provide to any person without charge, upon request, a copy of this charter. You may obtain a copy of this charter by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee’s charter.
Human Resources Committee
The HR Committee is comprised solely of Independent Directors and met eight (8) times during fiscal year 2020. Pursuant to the Human Resources Committee Charter, the HR Committee:
determines, approves and reports to the Board of Directors on all elements of compensation for Tapestry’s executive officers and other key executives, including targeted total cash compensation and long-term equity-based incentives, and oversees the administration of various employee benefit and retirement plans, except as otherwise delegated by the Board or the Committee;
reviews non-employee director compensation and benefits and recommends changes to the Board as necessary;
performs, or assists the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company’s executive officers;
monitors performance, talent development and succession for key executives; and
consults, as needed, with third-party compensation consultants.
In fiscal year 2020, the HR Committee retained the services of Compensation Advisory Partners, LLC (“CAP”); a description of the services provided to the HR Committee during fiscal year 2020 appears below under Compensation Discussion and Analysis — Compensation Decision Making Process — Roles and Responsibilities.
Tapestry's Board of Directors determined that all members of the HR Committee during fiscal year 2020 were “independent” under the NYSE heightened independence standards for members of compensation committees. The HR Committee operates pursuant to a charter initially approved by the Board of Directors in November 2007 and last revised
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by the Board in November 2018. A copy of the current charter is available on Tapestry's web site at www.tapestry.com/investors/ under the Committees section. We will provide to any person without charge, upon request,
a copy of this charter. You may obtain a copy of this charter by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
Governance and Nominations Committee
The GN Committee is comprised solely of Independent Directors and met five (5) times during fiscal year 2020.
The GN Committee performs a leadership role in shaping the corporate governance of the Company, and reports to the Board of Directors on matters relating to corporate governance and the identification and nomination of new directors. These duties include succession planning for the Chief Executive Officer and conducting annual performance evaluations of the Board and its several committees.
The Corporate Governance Principles, as approved by the Board of Directors and posted on our website, set forth qualifications and criteria for our Directors. The GN Committee’s charter provides that in evaluating Director candidates, the GN Committee shall take into account all factors it considers appropriate, which may include business skills and experiences, prominence and reputation in their profession, concern for the best interests of the Company, strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board of Directors. The GN Committee’s process includes identification of director candidates and evaluation of the candidates based on the Corporate Governance Principles and the following minimum qualifications:
the highest personal and professional ethics, integrity and values;
commitment to representing the long-term interests of the stockholders;
an inquisitive and objective perspective, practical wisdom and mature judgment;
freedom from significant conflicts of interest;
the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and
a commitment to serve on the Board for an extended period of time.
The GN Committee’s selection process also provides for engagement of third party search firms, interviews with various members of the GN Committee, the Board and management, and an evaluation of each individual in the context of the Board as a whole, applying the criteria that it deems appropriate. The final selection of nominees is made by the Board of Directors.
The GN Committee will consider all candidates recommended by stockholders in accordance with the timing and other procedures established in Tapestry’s Bylaws for stockholder nominations. See Stockholder Proposals for the 2021 Annual Meeting on page 83 for more information. The GN Committee evaluates all candidates in the same manner, regardless of the source of such recommendation, and, subject to provisions in our Bylaws concerning proper notice by stockholders of proposed nominees, will consider all candidates recommended by stockholders. Such recommendations should include the name and address and other pertinent information about the candidate as is required by Tapestry’s Bylaws. Recommendations should be submitted in writing to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. The policy and procedures for considering candidates recommended by stockholders were formally adopted by our Board in May 2004.
Tapestry's Board of Directors determined that all members of the GN Committee during fiscal year 2020 were “independent” as defined in the NYSE listing standards. The GN Committee operates pursuant to a charter approved by the Board of Directors in November 2007 and last revised by the Board in November 2018. A copy of the current charter is available on Tapestry's web site at www.tapestry.com/investors/ under the Committees section. We will provide to any person without charge, upon request, a copy of this charter. You may obtain a copy of this guide by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
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Compensation Committee Interlocks and Insider Participation
The HR Committee is currently comprised of the following Independent Directors: David Denton, Chair, Darrell Cavens, Susan Kropf, and Ivan Menezes. Jide Zeitlin served on the HR Committee for a portion of fiscal year 2020, prior to his appointment as Chief Executive Officer. Upon his appointment as Chief Executive Officer on September 4, 2019, Mr. Zeitlin stepped down from the HR Committee. No director who served as a member of our HR Committee during any portion of fiscal year 2020 was an employee of
the Company during their service on the HR Committee or a former officer of the Company. None of Tapestry's executive officers serve on the compensation committee (or other committee serving an equivalent function) or the board of directors of any other company of which any member of the HR Committee during any portion of fiscal year 2020 or the Board of Directors is an executive officer. The HR Committee makes all compensation decisions regarding the Company’s executive officers.
Code of Conduct and Other Policies
Tapestry has adopted a Code of Conduct (the “Code”). The purpose of the Code is to convey the basic principles of business conduct expected of all Tapestry employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller and other senior financial personnel performing similar functions. We require officers and corporate employees (and selected retail employees) to attend training on the Code and other matters of business ethics. We require all employees to review and certify the Code annually. In support of the Code, we have provided our employees with numerous avenues for the reporting of ethics violations or other similar concerns, including a toll-free telephone hotline and a reporting website, both allowing for anonymity. The Code meets the definition of “code of ethics” under the rules and regulations of the SEC and the NYSE and is posted on our website at www.tapestry.com/investors/ under the Global Business Integrity Program section.
We will provide to any person without charge, upon request, a copy of the Code. You may obtain a copy of the Code by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
Tapestry has also adopted a Political Activities and Contributions Policy. Tapestry does not make political contributions and prohibits all employees from using any Company funds or assets for direct or in-kind political contributions, including contributions to any ballot initiative, referendum or other question, political action committee (PAC), political party or candidate, whether federal, state or local, in the United States or abroad, subject to certain pre-approved specific foreign country exclusions. Employees are permitted to make personal contributions that do not involve any funds or resources of the Company, including Company time, facilities, office supplies, letterhead, phones and fax machines.
Other Corporate Governance Matters
Corporate Governance Principles
Tapestry’s Corporate Governance Principles (the “Guidelines”) provide the framework for the governance of Tapestry. These Guidelines reflect the governance rules for NYSE-listed companies and those contained in the Sarbanes-Oxley Act of 2002. The Board reviews these principles and other aspects of governance periodically. The Guidelines, together with other corporate
governance documents of Tapestry, are posted on our website at www.tapestry.com/investors/ under the Governance Documents section. We will provide to any person without charge, upon request, a copy of the Guidelines. You may obtain a copy of the Guidelines by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
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Separation of Chair and Chief Executive Officer; Strong Independent Board
Under Tapestry’s Bylaws and the Guidelines, the positions of Chair of the Board and Chief Executive Officer may be held by one person or separately. Our policy as to whether the role of the Chair and the Chief Executive Officer should be separate is to adopt the practice that best serves the stockholders’ interests and the Company’s needs at any particular time. Since Mr. Zeitlin's departure on July 20, 2020, the positions of Chair of the Board and Chief Executive Officer have been held separately, with Ms. Kropf serving as Chair of the Board and Ms. Crevoiserat serving as Interim Chief Executive Officer.
The Board believes that the current governance structure — Ms. Kropf as the independent Chair of the Board and Ms. Crevoiserat as the Company's Interim Chief Executive Officer — will allow Ms. Crevoiserat to focus her time and energy on managing the Company during this critical time and Ms. Kropf to lead the Board in its fundamental role of providing guidance, advice and counsel regarding the business, operations and strategy of the Company. We believe this structure will
allow the Company to continue to execute its strategy and business plans to maximize stockholder value. The Company has also adopted various policies to provide for a strong and independent Board. The Board and the GN Committee have assembled a Board comprised of capable and experienced Directors who are currently or have been leaders of major companies or institutions, are independent thinkers, and have a wide range of expertise and skills. The Board annually examines the relationships between the Company and each of its Directors. After this examination, the Board has determined that each of the Directors who are standing for re-election at the Annual Meeting have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is independent as defined in the NYSE listing standards. In addition, all standing committees of the Board are made up entirely of Independent Directors. The Board and these Committees are empowered to retain their own counsel or advisors as they deem necessary.
Board Diversity
While the Company does not have a formal policy regarding the diversity of the Board, we believe the Board is diverse based on gender, ethnicity and national origin, as reflected in the charts below. The GN Committee considers the Board’s overall composition when considering Director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of
viewpoints and backgrounds in light of the Company’s current and expected future needs.
In addition, the GN Committee also believes that it is desirable for new candidates to contribute to the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

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Board’s Role in the Oversight of Risk
Under Tapestry’s charter, Bylaws and Guidelines and pursuant to Maryland law, it is the duty of the members of the Board to oversee the management of Tapestry's business, including assessing major risks facing the Company and reviewing options for mitigating these risks. The Board, in its oversight role, periodically reviews the Company’s enterprise risk management policies and programs to ensure risk management is consistent with the Company’s corporate strategy and effective in fostering a culture of risk-aware and risk-adjusted decision-making throughout the organization. The Company conducts a rigorous enterprise risk management program that is updated and reported to the Board at least annually and is designed to bring to the Board’s attention the Company’s most material risks for evaluation, including strategic, operational, financial, external, cybersecurity, legal, corporate responsibility, reputational and regulatory risks. The Board and its committees work with senior management, as well as Tapestry's independent and internal auditors and other relevant third parties, to ensure that enterprise-wide risk management is incorporated into corporate strategy and business operations. The Board has delegated to its committees responsibility to evaluate elements of the
Company’s risk management program based on the committee’s expertise and applicable regulatory requirements. For example, the Audit Committee has responsibility for oversight of the general scope of matters relating to the Company’s accounting, financial reporting, internal control systems, annual audit and internal audit program as well as matters relating to the Company’s information system architecture and cybersecurity while the Human Resources Committee has responsibility for oversight of the Company’s compensation programs and policies as well as to perform, or assist the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company's executive officers. In evaluating risk, the Board and its standing committees consider whether the Company’s risk programs adequately identify material risks facing the Company in a timely fashion; implement appropriate responsive risk management strategies; and adequately transmit necessary information with respect to material risks within the Company. The Company believes that the Board’s leadership structure provides appropriate risk oversight of the Company’s activities.
Sarbanes-Oxley Certifications
Tapestry has filed with the SEC, as exhibits to its most recently filed Annual Report on Form 10-K, the certifications
required by the Sarbanes-Oxley Act of 2002 regarding the quality of the Company’s public disclosure.
Director Compensation
Directors who are Tapestry employees receive no additional compensation for their services as Directors. As a NEO and director during fiscal year 2020, Mr. Zeitlin’s compensation is included in the Summary Compensation Table. Compensation for Outside Directors is recommended by the HR Committee and approved by the Board of Directors. Compensation for Outside Directors consists of an annual cash retainer for Board service and additional retainers for service as the non-executive Chair of the Board or Lead Independent Director, as applicable, and as the chairperson of Board Committees. Annual grants of stock options and restricted stock units (“RSUs”) with a combined value of approximately $150,000 are made to each elected Outside Director on the date of Tapestry's Annual Meeting of Stockholders. Upon joining the Board, a new Outside Director receives a grant of stock options and RSUs with approximately the same value as this annual grant. The 2018 Stock Incentive Plan includes an overall limit on annual Outside Director compensation of $800,000 per director.
Due to complex regulatory requirements related to equity compensation in China, in lieu of an annual equity award of
stock options and RSUs, Ms. Long receives a cash payment equal to $150,000, the fair market value of equity awards granted to the other Outside Directors, paid one year after the date of each Annual Meeting of Stockholders.
From time to time, most recently in August 2018, the HR Committee's consultant, CAP, evaluates the Outside Director compensation program and, as appropriate, the HR Committee may recommend changes to the Board of Directors. The 2018 study compared Tapestry's Outside Director compensation program to:
the same peer group used for executive compensation benchmarking, described below in the Compensation Discussion & Analysis, and
general industry survey data (304 companies across industries with revenues between $2.5 billion and $10 billion), from the 2017-18 Director Compensation Report from the National Association of Corporate Directors.
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The study found that the current Outside Director compensation shown below approximated the median of both data sets and the HR Committee recommended that no changes be made at that time.
In connection with actions the Company took to reduce compensation expense in response to the impact of the Covid-19 pandemic, the Board agreed to reduce its cash
retainer compensation by 50% as of the start of the Company's fiscal year 2021, and continuing for up to the end of that fiscal year, or such earlier time as the Board may determine. The reduction applies to the annual cash retainer for Board service, committee chair retainers and the Board Chair retainer.
Tapestry's Outside Director retainers in effect during fiscal year 2020 were as follows:
Compensation Element
Annual Amount*
($)
Received by
Basic annual retainer
90,000
All Outside Directors
Annual equity grant value(1)
150,000
All Outside Directors, except Ms. Long
Audit Committee Chair annual retainer
30,000
Mr. Denton through May 6, 2020; Ms. Gates for the remainder of the fiscal year
HR Committee Chair annual retainer
30,000
Ms. Kropf through May 6, 2020; Mr. Denton for the remainder of the fiscal year
GN Committee Chair annual retainer
20,000
Mr. Zeitlin through September 3, 2019; Ms. Kropf for the remainder of the fiscal year
Non-executive Chair of the Board retainer(2)
150,000
Mr. Zeitlin through September 3, 2019; N/A for the remainder of the fiscal year
Lead Independent Director
30,000
Ms. Kropf
Cash payment in lieu of annual equity grant
150,000
Ms. Long
*Amounts shown reflect the full value of the retainers for fiscal year 2020, prior to the temporary 50% reduction described above for fiscal year 2021.
(1) The annual equity grant to our Outside Directors is fixed at a fair market value of approximately $150,000, with 50% of the value of the award made in the form of stock options and 50% made in the form of RSUs. These awards vest in full one year from the date of grant, subject to the Director’s continued service until that time.
(2) Effective July 21, 2020 (during fiscal year 2021), the Board increased the annual cash retainer for service as the independent Chair of the Board from $150,000 to $200,000.
Director Stock Ownership Policy
Tapestry has a stock ownership policy for Outside Directors. Under the policy, each Outside Director is expected to accumulate Tapestry shares valued at five times the basic annual retainer of $90,000. The Board of Directors expects the required level of ownership to be achieved within five years of the date an Outside Director is appointed to the Board. Until the requirement is met, each Director is required to retain 50% of the net shares obtained from RSUs that vest and stock options that are exercised. Ownership includes shares owned, deferred stock units, and shares equivalent to the after-tax value of unvested RSUs and the after-tax value of vested, unexercised, in-the-money stock options.
The Board has waived the Director Stock Ownership Policy for Ms. Long due to the complex regulatory framework for equity compensation in China.
As of the last measurement date (December 31, 2019):
Messrs. Denton and Menezes and Ms. Kropf had achieved the desired level of ownership; and
Mr. Cavens and Ms. Gates were making appropriate progress toward achieving the desired level of ownership (both had been Outside Directors for less than five years).
Mr. Bilbrey joined the Board after the measurement date.
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 CORPORATE GOVERNANCE
2020 Director Compensation
Compensation paid in fiscal year 2020 for each Outside Director is detailed below:
Name
Fees
Paid in Cash(1) ($)
Stock
Awards(2)
($)
Option
Awards(2)
($)
All Other
Compensation(3)
($)
Total
($)
John P. Bilbrey
0
74,993
75,001
0
149,994
Darrell Cavens
90,000
75,011
75,016
16,000
256,027
David Denton
120,000
75,011
75,016
0
270,027
Anne Gates
90,000
75,011
75,016
10,000
250,027
Susan Kropf
148,668
75,011
75,016
10,000
308,695
Annabelle Yu Long(4)
240,000
0
0
0
240,000
Ivan Menezes
90,000
75,011
75,016
0
240,027
Andrea Guerra(5)
78,132
75,011
75,016
0
228,159
(1) Fees paid in cash reflect the time Directors spent in each role. Fees paid to Mr. Zeitlin for services as an Outside Director prior to his appointment as Chief Executive Officer of the Company on September 4, 2019 are included in the Summary Compensation Table - All Other Compensation column. Mr. Bilbrey earned $19,286 for his service as a director in fiscal year 2020, which was paid during fiscal year 2021 and will be reflected in the Company's proxy statement for fiscal year 2021.
(2) Reflects the aggregate grant date fair value of all RSU awards and stock options, assuming no risk of forfeitures. The assumptions used in calculating the grant-date fair value of these awards are described in footnote 4 to the Summary Compensation Table, except that the expected volatility percentage assumed for Mr. Bilbrey's grant was 42.7% due to the change in methodology for calculating volatility assumptions at the time he received his grant upon joining the Board in April 2020. As of June 27, 2020, each Outside Director except Mr. Bilbrey and Mr. Guerra, held 2,876 unvested RSUs. Mr. Bilbrey held 4,876 unvested RSUs and Mr. Guerra held 762 unvested RSUs. The outstanding stock options held by each Outside Director were: Mr. Bilbrey 12,976, Mr. Cavens 28,353, Mr. Denton, 73,684; Ms. Gates, 29,695; Mr. Guerra, 41,849; Ms. Kropf, 83,582; Ms. Long, 31,659; Mr. Menezes, 83,582.
(3) Amounts shown in “All Other Compensation” are matching charitable contributions under the Company’s Matching Gift program.
(4) In addition to the basic annual retainer, Ms. Long receives a cash payment in lieu of stock options and RSUs.
(5) Mr. Guerra resigned from the Board, effective February 12, 2020.
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PROPOSAL 1: ELECTION OF DIRECTORS
All of Tapestry's Directors are elected each year at the Annual Meeting by the stockholders. We do not have staggered elections of our Board members. Seven Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2021 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies. All of the nominees are currently members of Tapestry's Board of Directors. The Board of Directors recommends that you vote FOR each of the Director nominees below.
If a nominee is unable to serve or for good cause will not serve as a Director, the proxy holders may vote for another nominee proposed by the Board, or the Board may reduce the number of Directors to be elected at the Annual Meeting. The following information is furnished with respect to each nominee for election as a Director. The ages of the nominees are as of September 25, 2020.
Director Nominees
Name
Age
Position with Tapestry
Susan Kropf
71
Independent Chair of the Board of Directors
John P. Bilbrey
64
Director
Darrell Cavens
47
Director
David Denton
55
Director
Anne Gates
60
Director
Annabelle Yu Long
47
Director
Ivan Menezes
61
Director
Skills & Experience
As reflected in the chart below, we believe our Board offers a diverse range of key skills and experience to provide effective oversight of the Company and create long-term sustainable growth through successful execution of the Company's strategic initiatives.

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 PROPOSAL 1: ELECTION OF DIRECTORS
SUSAN KROPF

Chair of the Board of Directors
since 2020

Director Since 2006

Principal Occupation:
Retired President and
Chief Operating Officer of Avon Products

Board Committees:
Governance & Nominations (Chair)
Human Resources
Skills and Experience
Leadership / Strategy
Public Company Board Service
Finance / Accounting
Mergers & Acquisitions
International
Marketing & Branding
Human Resources
Corporate Responsibility

Susan Kropf served as President and Chief Operating Officer of Avon Products from 2001 until January 2007, where she had P&L responsibility for Avon's worldwide operations. Before that, she was executive vice president and chief operating officer, Avon North America and Global Business Operations, with responsibility for the company's North American operating business unit as well as global marketing, R&D, supply chain operations and information technology. Ms. Kropf also serves on the Board of Directors of Sherwin Williams Co. and The Kroger Company. Within the last five years, she served as a director of Avon Products, Inc. Ms. Kropf holds a Bachelor of Arts degree from St. John's University and an M.B.A. in finance from New York University.

Tapestry's Board believes that Ms. Kropf is qualified to serve as a Director based on all of the experience described above, her experience as an executive officer of a major, publicly-traded, global consumer products company, her strong financial background, and her extensive experience in manufacturing, marketing, supply chain operations, customer service and product development.
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 PROPOSAL 1: ELECTION OF DIRECTORS
JOHN P. BILBREY

Director Since 2020

Principal Occupation:
Retired Chairman, President and
Chief Executive Officer of
The Hershey Company

Board Committee:
Audit
Skills & Experience
Leadership / Strategy
Public Company Board Service
Finance / Accounting
Mergers & Acquisitions
International
Marketing & Branding
Corporate Responsibility
John P. Bilbrey served as President and Chief Executive Officer of The Hershey Company, a global confectionery leader and producer of snack products in the U.S., from 2011 until his retirement in March 2017. He also served as Chairman of Hershey from 2015 until March 2017 and as Non-Executive Chairman from March 2017 to May 2018. Mr. Bilbrey joined the management team of Hershey as Senior Vice President, President Hershey International in 2003, serving as Senior Vice President, President Hershey North America from 2007 to 2010 and Executive Vice President and Chief Operating Officer from 2010 to 2011. He previously spent 22 years at The Procter & Gamble Company. Mr. Bilbrey serves on the Board of Directors of Campbell Soup Company, Colgate-Palmolive and Elanco Animal Health. Mr. Bilbrey holds a Bachelor of Science in Psychology from Kansas State University.

Tapestry’s Board believes that Mr. Bilbrey is qualified to serve as a Director based on all of the experience described above, his experience as a chief executive officer of a large publicly-traded company, his strong operational and financial background in consumer facing industries.
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 PROPOSAL 1: ELECTION OF DIRECTORS
DARRELL CAVENS

Director Since 2018

Principal Occupation:
Retired Founder and
Chief Executive Officer
of zulily, inc.

Board Committee:
Human Resources
Skills & Experience
Leadership / Strategy
Public Company Board Service
Mergers & Acquisitions
Retail Industry
Marketing & Branding
Human Resources
Technology & Digital
Darrell Cavens was President, New Ventures for the Qurate Retail Group from December 2017 until his retirement in September 2018. Mr. Cavens was previously President and Chief Executive Officer of zulily, inc., which he co-founded, from October 2009 until December 2017. From July 2008 to October 2009, Mr. Cavens served as the director of BizTalk Server at Microsoft. From 1999 to 2008, Mr. Cavens held various positions at Blue Nile, most recently serving as Senior Vice President of Marketing and Technology. From 1996 to 1999, Mr. Cavens served as a staff engineer within the Advanced Development team at Starwave Corp. Mr. Cavens serves on the Board of Directors of Deliveroo and Rad Power Bikes and as a member of the Advisory Board of Brooks Running. Mr. Cavens previously served, within the last five years, as a director of zulily, inc. Mr. Cavens attended the University of Victoria.

Tapestry’s Board believes that Mr. Cavens is qualified to serve as a Director based on all of the experience described above, his experience as a chief executive officer and co-founder of a large publicly-traded company, his strong background in online retailing, technology and data analytics and his understanding of the retail industry.
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 PROPOSAL 1: ELECTION OF DIRECTORS
DAVID DENTON

Director Since 2014

Principal Occupation:
Executive Vice President and
Chief Financial Officer of
Lowe’s Companies, Inc.

Board Committees:
Human Resources (Chair)
Governance & Nominations
Skills & Experience
Leadership / Strategy
Public Company Board Service
Finance / Accounting
Mergers & Acquisitions
Retail Industry
Human Resources
David Denton currently serves as Executive Vice President and Chief Financial Officer of Lowe’s Companies, Inc., responsible for corporate finance and treasury, strategy, real estate, accounting, tax, internal audit, process excellence, enterprise risk management, and international and emerging business. Mr. Denton joined Lowes in 2018. Mr. Denton previously served as Executive Vice President and Chief Financial Officer of CVSHealth Corporation (f/k/a CVS Caremark). He joined CVS Caremark in 1999 and held various managerial roles throughout the company. Previously, Mr. Denton was Senior Vice President and Controller/Chief Accounting Officer of CVS Caremark and served as Chief Financial Officer and Controller for PharmaCare, CVS Corporation’s legacy PBM subsidiary. Mr. Denton holds a Bachelor of Science degree in Business Administration from Kansas State University and an M.B.A. from Wake Forest University.

Tapestry’s Board believes that Mr. Denton is qualified to serve as a Director based on all of the experience described above, his experience as an executive officer of a large, publicly-traded, consumer-facing company, his strong financial background, and understanding of the retail industry.
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 PROPOSAL 1: ELECTION OF DIRECTORS
ANNE GATES

Director Since 2017

Principal Occupation:
Retired President of MGA
Entertainment, Inc.

Board Committees:
Audit (Chair)
Governance & Nominations
Skills & Experience
Leadership / Strategy
Public Company Board Service
Finance / Accounting
Mergers & Acquisitions
Retail Industry
International
Marketing & Branding
Technology & Digital
Anne Gates was President of MGA Entertainment, Inc., a privately held developer, manufacturer and marketer of toy and entertainment products for children, a position she held from 2014 through her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1991-2012. Her roles included Executive Vice President, Chief Financial Officer for Disney Consumer Products, Managing Director for Disney Consumer Products Europe and Emerging Markets, and Senior Vice President of operations, planning and analysis for The Walt Disney Company. Prior to joining Disney, Ms. Gates worked for PepsiCo and Bear Stearns. Ms. Gates has over 25 years of experience in the retail and consumer products industry. In addition, Ms. Gates has a broad business background in finance, marketing, strategy and business development, including growing international businesses. Ms. Gates serves on the Board of Directors of The Kroger Company and Raymond James Financial, Inc. She is also a member of the Boards of the University of California, Berkeley Foundation, Cadre, Salzburg Global Seminar and PMG SoCal. Ms. Gates holds Bachelor of Arts in Mathematics from the University of California, Berkeley, and an M.Sc. in Operations Research from Columbia University.

Tapestry’s Board believes that Ms. Gates is qualified to serve as a Director based on all of the experience described above, her financial literacy and her broad business background in finance, marketing, strategy and business development, including growing international businesses and her understanding of the retail and consumer products industries.
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 PROPOSAL 1: ELECTION OF DIRECTORS
ANNABELLE YU LONG

Director Since 2016

Principal Occupation:
Chief Executive officer of
Bertelsmann China Corporate
Center and Managing Partner of
Bertelsmann Asia Investments

Board Committee:
Audit
Skills and Experience
Leadership / Strategy
Public Company Board Service
Finance / Accounting
Mergers & Acquisitions
Retail Industry
International
Technology & Digital
Annabelle Yu Long currently serves as a member of Bertelsmann Group Management Committee, Chief Executive Officer of Bertelsmann China Corporate Center and Managing Partner of Bertelsmann Asia Investments. Formerly, Ms. Long was a Principal at Bertelsmann Digital Media Investments. She joined the international media, services and education company via the Bertelsmann Entrepreneurs Program in 2005. From 1996 to 2003, Ms. Long was a Producer and Lead Anchor for the Sichuan Broadcasting Group. From 1994 to 1996 she was a Producer and host for Chengdu People’s Radio Broadcasting. Ms. Long is an active member of the World Economic Forum’s Young Global Leaders Advisory Council. In addition, she is a member of the Stanford Graduate School of Business Advisory Council. Ms. Long serves on the Board of Directors of Bitauto Holdings Limited, China Distance Education Holdings Limited and LexinFintech Holdings Ltd. Within the past five years Ms. Long served on the boards of Tuanche Limited and iClick Interactive Asia Group Limited. Ms. Long holds a Bachelor of Science degree from the University of Electronic Science and Technology, Chengdu, China and an M.B.A. from Stanford Graduate School of Business.

Tapestry’s Board believes that Ms. Long is qualified to serve as a Director based on all the experience described above, her insight about the Chinese consumer and knowledge of and experience with the media landscape in China, along with her track record of investing in digital and lifestyle companies.
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 PROPOSAL 1: ELECTION OF DIRECTORS
IVAN MENEZES

Director Since 2005

Principal Occupation:
Chief Executive of Diageo plc

Board Committees:
Governance & Nominations
Human Resources
Skills & Experience
Leadership / Strategy
Public Company Board Service
Finance / Accounting
Mergers & Acquisitions
International
Marketing & Branding
Technology & Digital
Human Resources
Corporate Responsibility
Ivan Menezes currently serves as Executive Director and the Chief Executive of Diageo plc, a premium drinks company; he was appointed Chief Executive in July 2013 and has been an Executive Director since July 2012. Prior to that, he held several executive and senior appointments at Diageo plc and was the Chief Operating Officer, Diageo plc since March 2012, the Chairman, Diageo Latin America & Caribbean since July 2011, the Chairman, Diageo Asia Pacific since October 2008, and the President and Chief Executive Officer of Diageo North America since January 2004. He previously served as President and Chief Operating Officer of Diageo North America from July 2002 and as President of Diageo, Venture Markets since July 2000. Before joining Diageo in 1997, he held senior marketing positions with Whirlpool Europe, a manufacturer and marketer of major home appliances, in Milan and was a principal with Booz Allen Hamilton, Inc., a strategy and technology consulting firm, both in Chicago and in London. Mr. Menezes also serves as an Executive Director on the Board of Directors of Diageo plc. Mr. Menezes holds a Bachelor of Arts degree in Economics from St. Stephen’s College, Delhi, a post-graduate diploma from the Indian Institute of Management, Ahmedabad and an M.B.A. from Northwestern University’s Kellogg School of Management.

Tapestry’s Board believes that Mr. Menezes is qualified to serve as a Director based on all of the experience described above, his experience as a chief executive of a major global consumer products company, his strong financial background, and his proven track record of driving international growth and expansion.
Director Qualifications
The Company does not set specific criteria for Directors except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including the independence requirements of the SEC and the NYSE. Nominees for Director will be selected on the basis of outstanding achievement in their personal careers, board experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment, and willingness to devote adequate time to Board duties. While the selection of qualified Directors is a complex and subjective process that requires consideration of many intangible factors, the GN Committee of the Board believes that each Director should have a basic understanding
of (a) the principal operational and financial objectives, plans and strategies of the Company, (b) the results of operations and financial condition of the Company and its business, and (c) the relative standing of the Company and its business in relation to its competitors.
The Board believes that each of its current Directors meet all of these qualifications, as well as the individual qualifications presented above in each of their biographies.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE NOMINEES FOR DIRECTOR.
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
This section should be read in conjunction with the Audit Committee Report presented below.
Ratification of Appointment of Auditors; Attendance at Meetings
The Audit Committee of Tapestry’s Board of Directors has appointed Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for fiscal year 2021. We are asking stockholders to ratify the appointment of D&T as our independent registered public accounting firm at the Annual Meeting. Representatives of D&T are expected to be present at the virtual Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
Our Bylaws do not require that the stockholders ratify the appointment of D&T as our independent auditors. However, we are submitting the appointment of D&T to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Board of Directors and the Audit Committee will consider this fact when it appoints the independent auditors 
for the fiscal year ending July 2, 2022 (“fiscal year 2022”). Even if the appointment of D&T is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interests of the Company and our stockholders. At this time, the Board and the Audit Committee believe that the continued retention of D&T to serve as our independent auditors is in the best interest of the Company and our stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF D&T AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.
Fees for Audit and Other Services
The aggregate fees for professional services rendered by D&T for the fiscal years ended June 29, 2019 and June 27, 2020 were approximately as follows:
Fiscal Year 2019
Fiscal Year 2020
Audit Fees(1)
$7,428,000
$4,944,000
Audit-Related Fees(2)
265,000
118,000
Tax Fees(3)
1,781,000
1,281,000
All Other Fees(4)
25,000
(1) Includes the audit of the Company’s annual consolidated financial statements and internal control over financial reporting inclusive of purchase price allocations, reviews of quarterly financial statements and audits of statutory filings.
(2) Includes registration statement procedures, other accounting consultations and an audit of the employee benefit plan.
(3) Includes fees for professional services related to national tax consulting services.
(4) Includes fees for professional services related to HR advisory services.
Audit Committee Pre-Approval Policy
The Audit Committee is responsible for approving audit fees and is required to pre-approve all services provided by the independent auditors to assure that these services do not impair the auditors independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry
and the independent auditors will provide an update to the Audit Committee. All services described in the table above have been approved by the Audit Committee or the Audit Committee Chair on an engagement-by-engagement basis.
The Audit Committee considered the services listed above to be compatible with maintaining D&T’s independence.
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AUDIT COMMITTEE REPORT

The Audit Committee (the “Audit Committee”) of the Board of Directors of Tapestry, Inc. (“Tapestry”) is responsible for overseeing Tapestry’s accounting and financial reporting principles and policies, financial statements and the independent audit thereof, and Tapestry’s internal audit controls and procedures. The Audit Committee is also responsible for selecting and evaluating the independence of Tapestry’s independent auditors and for pre-approving the audit and non-audit services rendered by the independent auditors. Management has the primary responsibility for the financial statements and the reporting process, including Tapestry’s systems of internal controls. The independent auditors are responsible for auditing the annual consolidated financial statements prepared by management and expressing an opinion as to whether those financial statements conform with accounting principles generally accepted in the United States of America as well as expressing an opinion on the effectiveness of internal control over financial reporting.
The Audit Committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended June 27, 2020 with management and Tapestry’s independent auditors. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of Tapestry’s accounting principles and such other matters as are required to be discussed with the Audit Committee. Tapestry’s independent auditors discussed their independence and also provided to the Audit Committee the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), and the Audit Committee has discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board.
Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors of Tapestry that the audited financial statements be included in Tapestry's Annual Report on Form 10-K for the fiscal year ended June 27, 2020 that has been filed with the Securities and Exchange Commission.
Audit Committee
Anne Gates, Chair
John P. Bilbrey*
Annabelle Yu Long
*Mr. Bilbrey joined the Audit Committee effective May 7, 2020.
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EXECUTIVE OFFICERS

The following table sets forth information regarding each of Tapestry’s executive officers as of September 25, 2020:
Name
Age
Position
Joanne Crevoiserat
56
Interim Chief Executive Officer
Sarah Dunn
60
Global Human Resources Officer
Liz Fraser
58
Chief Executive Officer and Brand President, Kate Spade
Thomas Glaser
59
Chief Operations Officer
David Howard
45
Senior Vice President, General Counsel and Secretary
Todd Kahn
56
Interim Chief Executive Officer and Brand President, Coach; President and Chief Administrative Officer
Andrea Shaw Resnick
59
Interim Chief Financial Officer and Global Head of Investor Relations and Corporate Communications
Joanne Crevoiserat was appointed Interim Chief Executive Officer in July 2020. Prior to her appointment, Ms. Crevoiserat served as Chief Financial Officer from August 2019 to July 2020. Prior to joining Tapestry, Ms. Crevoiserat was Executive Vice President and Chief Operating Officer at Abercrombie & Fitch Co. from February 2017 to June 2019. She joined Abercrombie & Fitch in May 2014 as Chief Financial Officer. Prior to joining Abercrombie & Fitch, she served in a number of senior management roles at Kohl’s Inc. including Executive Vice President of Finance and Executive Vice President of Merchandise Planning and Allocation. Prior to her time with Kohl’s, Ms. Crevoiserat held senior finance positions with Wal-Mart Stores and May Department Stores, including Chief Financial Officer of the Filene’s, Foley’s and Famous-Barr brands. Ms. Crevoiserat serves on the board of directors of At Home Group Inc. She is a graduate of the University of Connecticut where she received a Bachelor of Science degree in Finance.
Sarah Dunn was appointed Global Human Resources Officer in April 2014, after becoming Executive Vice President in August 2011, and joining Tapestry as Senior Vice President, Human Resources in July 2008. Prior to joining Tapestry, Ms. Dunn held executive positions at Thomson Financial and at Reuters, international multimedia news and financial information agencies in London and New York. She joined Thomson Financial in 2003 as Chief Content Officer and was appointed Executive Vice President, Human Resources and Organizational Development in April 2005. Prior to that at Reuters she was President of Corporates and Media Division and she also served as Chief Executive Officer of Lipper. Ms. Dunn holds a Bachelor of Science degree in Human Sciences from University College, London, U.K., and a Masters degree in Information Science from City University, London.
Liz Fraser was appointed Chief Executive Officer and Brand President, Kate Spade, effective March 2020. Prior to joining
Tapestry, Ms. Fraser served as the President at Lafayette 148, a New York-based, women’s fashion brand, since December 2018, where she was responsible for global sales and marketing, as well as design and merchandising, for apparel and accessories. Ms. Fraser joined Lafayette 148 from Anne Klein where she was Chief Executive Officer from 2015 until 2018 and, before that, Marc by Marc Jacobs, where she was President and a member of the launch team that built the business into a multichannel, multi-category global lifestyle brand. Ms. Fraser holds a Bachelor of Arts degree in Art History from Columbia University, Barnard College.
Thomas Glaser was appointed Chief Operations Officer in July 2019. Mr. Glaser joined Tapestry from VF Corporation, where he most recently held the position of Executive Vice President, VF Corporation & President, Supply Chain, responsible for the oversight of all of the company’s global manufacturing, sourcing and operations. Mr. Glaser joined VF in 2001 as Managing Director, VF Asia Ltd Sourcing in Hong Kong, where he played a key role in further diversifying and expanding VF's global sourcing network in support of the company's growing portfolio of brands. In 2006, Mr. Glaser was named President, Supply Chain, Europe/Asia. In 2010, he was promoted to Vice President, Global Operations, a role that he held until being appointed to President, Supply Chain, in January 2012. Prior to joining VF, Mr. Glaser served as Vice President of Sourcing and Operations for various brands of Phillips-Van Heusen (PVH). He began his career at PVH, where he held sales and sourcing management positions within the company's North America and Asia divisions. Mr. Glaser holds a bachelor’s degree in government and economics from Franklin & Marshall College.
David Howard has served as Senior Vice President and General Counsel since June 2020, and Secretary since August 2020. He previously served as Senior Vice President, Deputy General Counsel and Assistant Secretary from August 2018
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 EXECUTIVE OFFICERS
through May 2020, after becoming Vice President and Deputy General Counsel in March 2015. Mr. Howard held several key roles in the Law Department since joining the Company in January 2011. Prior to joining the Company, from June 2008 to January 2011, Mr. Howard served as Associate General Counsel and Assistant Corporate Secretary at Mirant Corporation, an energy company that produced and sold electricity in the United States. From 2002 to 2008, Mr. Howard was a corporate attorney at Arnall Golden Gregory, LLP, counseling clients on securities, corporate governance and private equity matters, and from 1997 to 1999, Mr. Howard practiced public accounting with Arthur Andersen LLP. Mr. Howard received Bachelor and Master of Science degrees in Accounting from Wake Forest University and a Juris Doctor from the University of Georgia School of Law. Mr. Howard is also a Certified Public Accountant.
Todd Kahn has served in several executive capacities since joining the Company in January 2008. He is currently serving as Interim CEO and Brand President, Coach and as President and Chief Administrative Officer of Tapestry. Mr. Kahn also served as Secretary from 2008 through August 2020 and as Chief Legal Officer from May 2016 through March 2020. He previously served as Chief Administrative Officer, General Counsel and Secretary from August 2015 through May 2016, Global Corporate Affairs Officer from April 2014 through August 2015, Executive Vice President, Corporate Affairs from May 2013 through April 2014, and Executive Vice President from August 2011 through May 2013, after joining the Company as Senior Vice President, General Counsel and
Secretary in January 2008. Prior to joining the Company, Mr. Kahn held senior operating and legal positions at a number of public and private companies; Calypso Christian Celle, Sean John, Accessory Network, InternetCash Corporation and Salant Corporation. From 1988 until 1993, Mr. Kahn was a corporate attorney at Fried, Frank, Harris, Shriver and Jacobson in New York. Mr. Kahn received a Bachelor of Science degree from Touro College and a Juris Doctor from Boston University Law School.
Andrea Shaw Resnick was appointed Interim Chief Financial Officer in July 2020. Since joining the Company in August 2000, Ms. Resnick has served in investor relations roles of increasing responsibility and seniority, most recently as the Company's Global Head of Investor Relations and Corporate Communications. Ms. Resnick will continue in this role. Ms. Resnick previously served as the Company’s interim Chief Financial Officer from February 2019 through August 2019 and from August 2016 through February 2017. Before joining Tapestry, from 1988 through 1999, Ms. Resnick was a Director and Senior Portfolio Manager with HSBC Asset Management Americas in New York. Ms. Resnick also established and chaired the Regional Investment Strategy Group for North America, providing input to global asset allocation strategy. Previously, Ms. Resnick was an Equity Research Analyst for Oppenheimer & Co, Inc. from 1982 to 1987. Ms. Resnick attended Barnard College of Columbia University and is a member of the National Investor Relations Institute.
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TAPESTRY STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below presents information, as of August 31, 2020, except as otherwise noted below, with respect to the beneficial ownership of Tapestry's common stock by each stockholder known to us to be the beneficial owner of more than 5% of our common stock, each Director and Director nominee, our NEOs, and all Directors, NEOs and all executive officers as a group. Except as otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.
In general, “beneficial ownership” by an individual or entity includes those shares a Director or executive officer has the power to vote, or the power to transfer, and stock options or other derivative securities that are exercisable currently or
will become exercisable within 60 days; however, shares exercisable within 60 days are not considered outstanding for purposes of computing the percentage of ownership of any other individual or entity. Where indicated, the beneficial ownership described below includes share unit balances held under Tapestry's stock incentive plans and Non-Qualified Deferred Compensation Plan for Outside Directors. The value of share units and share equivalents mirrors the value of Tapestry's common stock. The amounts ultimately realized by the Directors will reflect all changes in the market value of Tapestry common stock from the date of deferral or accrual until the date of payout. The share equivalents do not have voting rights but are credited with dividend equivalents, if any, which will be forfeited if the underlying award forfeits.
Beneficial Owner
Shares owned
Percent of Class (%)
Vanguard(1)
31,350,098
11.2
FMR(2)
28,296,519
10.1
Blackrock(3)
19,025,678
6.8
State Street(4)
14,446,054
5.2
T. Rowe Price Associates (5)
14,355,968
5.1
Joanne Crevoiserat(6)
68,450
*
Andrea Shaw Resnick(7)
184,972
*
Tom Glaser(8)
53,173
*
Todd Kahn(9)
458,233
*
Jide Zeitlin(10)
227,286
*
Victor Luis(11)
1,995,041
*
Joshua Schulman(12)
176,104
*
John P. Bilbrey
28,880
*
Darrell Cavens(13)
26,171
*
David Denton(14)
88,054
*
Anne Gates(15)
20,299
*
Susan Kropf(16)
97,253
*
Annabelle Yu Long(17)
31,659
*
Ivan Menezes(18)
116,883
*
All Directors and Executive Officers as a Group (17 people)(19)
3,876,187
1.4
* Less than 1%.
(1) The Vanguard Group (“Vanguard”), as of December 31, 2019, possessed sole voting power with respect to 413,689 securities, shared voting power with respect to 92,297 securities, sole dispositive power with respect to 30,865,334 securities and shared dispositive power with respect to 484,764 securities, based on a Schedule 13G/A filed with the SEC on February 12, 2020. Vanguard is located at 100 Vanguard Boulevard, Malvern, PA 19355.
(2) FMR LLC (“FMR”) as of April 30, 2020, possessed sole voting power with respect to 1,092,699 securities and sole dispositive power with respect to 28,296,519 securities, respectively, based on a Schedule 13G/A filed with the SEC on May 11, 2020. FMR is located at 245 Summer Street, Boston, Massachusetts 02210.
(3) Blackrock, Inc. (“Blackrock”), as of December 31, 2019, possessed sole voting power with respect to 16,257,643 securities and sole dispositive power with respect to 19,025,678 securities, respectively, based on a Schedule 13G/A filed with the SEC on February 6, 2020. Blackrock is located at 55 East 52nd Street, New York, New York 10055.
(4) State Street Corporation (“State Street”), as of December 31, 2019, possessed shared voting power with respect to 12,182,109 and shared dispositive power with respect to 14,415,500 securities, based on a Schedule 13G filed with the SEC on filed on February 14, 2020. State Street is located at One Lincoln Street, Boston, MA 02111.
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 TAPESTRY STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(5) T. Rowe Price Associates, Inc. (“Price Associates”), as of December 31, 2019, possessed sole voting power with respect to 5,715,589 securities and sole dispositive power with respect to 14,355,968 securities, based on a Schedule 13G/A filed with the SEC on filed on February 14, 2020. Price Associates is located at 100 E. Pratt Street, Baltimore, MD 21202.
(6) Includes 56,021 shares of common stock that may be purchased within 60 days of August 31, 2020 pursuant to the exercise of options.
(7) Includes 118,430 shares of common stock that may be purchased within 60 days of August 31, 2020 pursuant to the exercise of options and and includes 800 shares held indirectly by her spouse.
(8) Includes 42,016 shares of common stock that may be purchased within 60 days of August 31, 2020 pursuant to the exercise of options.
(9) Includes 375,604 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(10) Includes 127,185 shares of common stock that may be acquired pursuant to the exercise of options and 6,206 restricted stock units that will vest and convert to common stock within 60 days of August 31, 2020 and 80,410 stock equivalents held under the Tapestry, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the Company's stock incentive plans.
(11) Includes 1,935,161 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(12) Includes 161,270 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(13) Includes 15,284 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(14) Includes 60,615 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(15) Includes 16,626 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(16) Includes 70,513 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(17) Includes 31,659 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options.
(18) Includes 70,513 shares of common stock that may be acquired within 60 days of August 31, 2020 pursuant to the exercise of options and 8,870 stock equivalents held under the Tapestry, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the Company's stock incentive plans and includes 26,937 shares held indirectly through an irrevocable trust of which his spouse is the trustee.
(19) Reflects ownership of all Directors, NEOs, and the Company's other executive officers not listed individually in the table above as a group. Includes 3,349,514 shares subject to options exercisable and 6,206 restricted stock units that will vest and convert to common stock within 60 days of August 31, 2020 and 89,280 stock equivalents held by our Outside Directors held under the Tapestry, Inc. Non-Qualified Deferred Compensation Plan for Outside Directors and the Company's stock incentive plans.
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PROPOSAL 3: ADVISORY VOTE TO APPROVE
THE COMPANY’S EXECUTIVE COMPENSATION
The Board is committed to sound compensation governance and recognizes the interest of stockholders in executive compensation matters. On an annual basis, we provide our stockholders with an opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers, or NEOs, as described in the Compensation Discussion and Analysis section beginning on page 35 and the Executive Compensation section beginning on page 54 in this proxy statement.
As this is an advisory vote, the result will not be binding on the Company, the Board or the HR Committee. However, our Board and HR Committee value the opinions expressed by our stockholders by their vote on this proposal, and the HR Committee will take into account the outcome of the advisory vote when evaluating the effectiveness of our compensation policies and practices and when making future compensation decisions for NEOs.
At our 2019 Annual Meeting of Stockholders, approximately 95% of the votes cast were in favor of our advisory vote on executive compensation, roughly in line with the fiscal year 2018 result. The HR Committee believes this result reflected strong stockholder support for our executive compensation programs.
Our executive compensation programs are designed to attract, motivate, and retain individuals who are critical to our success. Tapestry’s pay-for-performance philosophy regarding executive compensation is straightforward: reward our executives for their contributions to the Company’s annual and long-term performance by tying a significant portion of their total compensation to key business drivers and stockholder value. Reflecting this philosophy, a significant portion of executive compensation is subject to increase when results exceed target, reduction when results fall below target and elimination if results do not achieve a threshold level of performance. We believe that we have created a compensation program deserving of stockholder support.
Stockholders are urged to read the Executive Compensation and Compensation Discussion and Analysis sections of this proxy statement, which describes our executive compensation philosophy and programs in greater detail, as well as compensation decisions made by the HR Committee for our NEOs with respect to the fiscal year ended June 27, 2020
Say on Pay Proposal
The Board recommends that stockholders vote FOR the following resolution:
“RESOLVED, that the stockholders approve, on an advisory non-binding vote basis, the compensation of the Company’s Named Executive Officers, as discussed and described in the proxy statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, set forth in Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and the accompanying executive compensation tables and narrative discussion.”
Adoption of the above resolution requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS..
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes the compensation program for our NEOs for fiscal year 2020.
Name
Title
Joanne Crevoiserat(1)
Interim Chief Executive Officer
Andrea Shaw Resnick(2)
Interim Chief Financial Officer and Global Head of Investor Relations and Corporate Communications
Thomas Glaser
Chief Operations Officer
Todd Kahn
Interim Chief Executive Officer and Brand President, Coach; President and Chief Administrative Officer
Jide Zeitlin(3)
Former Chairman and Chief Executive Officer
Victor Luis(4)
Former Chief Executive Officer
Joshua Schulman(5)
Former Chief Executive Officer and Brand President, Coach
(1) Ms. Crevoiserat was appointed Interim Chief Executive Officer effective July 21, 2020, after the end of fiscal year 2020. She served as the Company's Chief Financial Officer from August 1, 2019 through the date of her appointment as Interim Chief Executive Officer.
(2) Ms. Resnick was appointed Interim Chief Financial Officer effective July 21, 2020, after the end of fiscal year 2020. She previously served as Interim Chief Financial Officer from February 9, 2019 until Ms. Crevoiserat joined the Company on August 1, 2019, which included a portion of fiscal year 2020.
(3) Mr. Zeitlin left the Company on July 20, 2020, after the end of fiscal year 2020.
(4) Mr. Luis left the Company on September 3, 2019.
(5) Mr. Schulman left the Company on August 13, 2020, after the end of fiscal year 2020.
This Compensation Discussion and Analysis is divided into the following sections:
Page
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 COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Fiscal Year 2020 and Covid-19 Response
We began fiscal year 2020 with a focus on profitable growth through innovation, investing in digital capabilities and harnessing the power of our multi-brand model. We entered the calendar year in a position of strength and our performance under our annual and long-term incentive plans was tracking between threshold and target; however, the Covid-19 pandemic had material impacts on our business, resulting in the closure of the significant majority of our stores globally during the second half of the fiscal year.
In the face of the pandemic, management and our Board of Directors acted swiftly to preserve liquidity and enhance financial flexibility. We took actions to adapt, including suspending our quarterly dividend payments and stock repurchase program, eliminating non-essential SG&A and drawing down $700 million from our $900 million revolving credit facility. We also committed to taking the appropriate actions to protect the health and safety of our employees, customers and communities. We enhanced our health and safety operating procedures at our distribution centers and stores, including additional training and protocols, adherence to social distancing measures and providing contact-free shopping opportunities when safe to do so.
We also implemented the following organizational cost cutting measures:
Implemented temporary salary reductions for fiscal year 2021, including a 50% salary reduction for Mr. Zeitlin prior to his departure from the Company, a 50% reduction in cash compensation for our Board of Directors and reductions ranging from 5% to 20% for all corporate employees above a salary threshold.
Determined not to pay out bonuses under the fiscal year 2020 Annual Incentive Plan; no shares were earned under performance restricted stock units with performance periods ending in fiscal year 2020.
Eliminated merit salary increases for all employees for fiscal year 2021.
Reduced the size of our corporate and retail workforce, and furloughed retail assistant store managers and sales associates whose stores had not re-opened by May 30, 2020.
Looking forward, we believe we remain well-positioned to continue navigating the current environment. The changing landscape has not changed our priorities. It has been a catalyst to accelerate our strategic agenda under our multi-year growth agenda - our Acceleration Program, which we formally announced in August 2020. The guiding principle of our Acceleration Program is to better meet the needs of each of our brands' unique customers by sharpening our focus on the consumer, leveraging data and leading with a digital-first mindset and transforming into a leaner and more responsive organization. We have a clear vision, strong teams and three powerful brands supported by Tapestry’s unique, enabling platform. We believe the successful execution of these priorities will fuel desire for the Coach, Kate Spade and Stuart Weitzman brands, driving accelerated revenue growth, higher gross margins and substantial operating leverage across Tapestry’s portfolio.
Leadership Transitions
The Company underwent several leadership changes during and shortly after fiscal year 2020.
Chief Executive Officer: In September 2019, we announced that Jide Zeitlin, then Chairman of Tapestry's Board of Directors, had been appointed Chairman and Chief Executive Officer, succeeding Victor Luis, who left the Company and the Board of Directors at that time. In July 2020, Mr. Zeitlin resigned his position as Chairman and Chief Executive Officer for personal reasons, unrelated to the financial operations of the Company. We appointed Joanne Crevoiserat, the Company's Chief Financial Officer, as Interim Chief Executive Officer.
Chief Financial Officer: In August 2019, Ms. Crevoiserat joined the Company as Chief Financial Officer, succeeding Ms. Resnick, who had been serving as interim Chief Financial Officer since February 2019. In July 2020, Andrea Shaw Resnick was appointed Interim Chief Financial Officer, in addition to her role as Global Head of Investor Relations, concurrently with Ms. Crevoiserat's appointment as Interim Chief Executive Officer.
Chief Operations Officer: In July 2019, Tom Glaser joined the Company as Chief Operations Officer, a newly created role leading our Supply Chain and Information Technology teams.
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 COMPENSATION DISCUSSION AND ANALYSIS
Brand Leadership:
In February 2020, we announced that Liz Fraser had been appointed as Chief Executive Offer and Brand President, Kate Spade, succeeding Anna Bakst, who departed the Company, and that Giorgio Sarné, the Company's President, Tapestry Asia and President & CEO Coach Asia had been promoted to Chief Executive Officer and Brand President, Stuart Weitzman, succeeding Eraldo Poletto, who departed the Company.
In July 2020, Todd Kahn was appointed as Chief Executive Officer and Brand President, Coach in an
interim capacity, succeeding Josh Schulman, who resigned from the Company. Mr. Kahn retained his role as Tapestry President and Chief Administrative Officer.
The Board believes that the Company's current management team — made up of proven leaders who bring years of experience to their roles and who have worked collectively to develop the Company's Acceleration Program — is well positioned to execute the Company's plan and translate these strategic growth initiatives into stockholder value creation and accelerated growth.
Fiscal Year 2020 Pay for Performance
Financial Results
Select Tapestry, Inc. fiscal year 2020 financial results include:
Fiscal Year 2020 Results(1)
($ in millions, except per share amounts)
Measure
GAAP
Non-GAAP
Change Versus
Fiscal Year 2019
on a GAAP
Basis
Change Versus
Fiscal Year 2019
on a Non-GAAP
Basis
Net sales
$4,961.4
$4,961.4
(18)%
(18)%
Diluted earnings per share
$(2.34)
$0.97
NM
(62)%
Annual cash dividend
$1.013 per share as of
June 27, 2020
(25)%
Total stockholder return(2)
(58.7)%
(1) See APPENDIX A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
(2) Total stockholder return with dividends reinvested. The Company suspended its quarterly dividend payment effective as of the fourth quarter of fiscal year 2020 due to the impact of the Covid-19 pandemic.
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 COMPENSATION DISCUSSION AND ANALYSIS
Performance-Based Compensation
Although our performance under our annual and long-term incentive plans was tracking between threshold and target as of January 2020, ultimately, our results were below the thresholds established by the HR Committee and no employees received a payout under our Annual Incentive Plan (“AIP”), nor were any shares earned under the performance
restricted stock units (“PRSUs”) tied to fiscal year 2019-2020 performance. As our free cash flow for fiscal year 2018-2020 exceeded the required performance threshold, the performance options granted to Mr. Luis in August 2017 at a grant price of $41.00 vested.
The following table summarizes the status of NEO incentive plan awards as of the end of fiscal year 2020:

Results of Stockholder Advisory Vote to Approve Executive Compensation and the HR Committee's Response to Stockholder Feedback
At our 2019 Annual Meeting of Stockholders, approximately 95% of the votes cast were in favor of our advisory vote on executive compensation, roughly in line with the fiscal year 2018 result. The HR Committee believes the result reflects strong stockholder support for the executive compensation program.
Ahead of the 2019 Annual Meeting of Stockholders and throughout the year, we contacted investors to understand
their perspectives on the Company’s executive compensation program, and our stockholders predominantly did not raise concerns or questions regarding our executive compensation program. Our engagement with stockholders has been valuable and informative and we intend to continue discussions to further understand our investors’ perspective on our executive compensation program and other governance issues.
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 COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Practices
Tapestry's executive compensation philosophy is focused on pay for performance and reflects governance practices that align with the needs of our business. Below is a summary of
compensation practices we have adopted to drive performance and to align with stockholder interests, alongside those practices we do not employ.
What We Do
What We Don’t Do

Pay for Performance.

No Excise Tax Gross Ups Upon Change in Control.

Minimum Stock Ownership Policy for NEOs.

No Excessive Executive Perquisites.

Double Trigger Equity Acceleration Upon a Change-in-Control.

No Tax Gross Ups on Perquisites or Benefits.

Independent Consultant Retained by HR Committee.

No Payment of Dividends on Unvested Long-term Incentives.

Regular Review of Share Utilization.

No Repricing of Underwater Stock Options Without Stockholder Approval.

Maintain a Clawback Policy.

No Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations.

Minimum Required Notice Period for voluntary resignations of NEOs.

No Permitted Hedging, Short Sales or Derivative Transactions in Company stock.

Balance of short and long-term performance metrics.

No guaranteed salary increases for NEOs.

Annual Say on Pay vote.

No Fixed Term or Evergreen NEO Employment.

Regular stockholder outreach.
 
 
What We Pay and Why
Compensation Program Objectives
Over the long term, the Company is focused on driving innovation across all of our brands and adopting strategies that promote long-term brand health and sustained increases in stockholder value through ongoing sales and earnings growth.