DEF 14A 1 cpri2020proxy.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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2020 NOTICE OF ANNUAL MEETING &
PROXY STATEMENT







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July 22, 2020

Dear Shareholder:

You are cordially invited to attend the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Capri Holdings Limited, to be held at 1:00 p.m., local time, on September 23, 2020, at Baker & McKenzie LLP, 100 New Bridge Street, London, 6JA EC4V. Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Notice of 2020 Annual Meeting of Shareholders and proxy statement.

Looking at Fiscal 2020, we were pleased with the progress of our strategic initiatives across the company. Prior to the impact of COVID-19, our earnings per share outlook was largely on track with our expectations. While we expect fiscal 2021 to be significantly impacted by the effects of the virus, we are encouraged as we reopen our stores globally with initial revenue exceeding our expectations. We have a portfolio of three iconic, founder-led fashion luxury houses that inspire passion and excitement in customers who value design innovation and exceptional quality. Looking ahead, we plan to continue to execute on our growth initiatives. We remain confident in the long-term opportunities for each of our unique luxury brands and believe Capri Holdings is poised to resume its growth trajectory in fiscal 2022.

While our Proxy Statement primarily focuses on fiscal 2020, we cannot ignore the effect that the COVID-19 pandemic is having on our business and operations. We have taken a number of actions to reduce our compensation and payroll, including reducing our Board of Directors’ annual total cash compensation for fiscal 2021 by 50% and reducing the base salary of our named executive officers (other than me) by 20%. I have voluntarily elected to forego my base salary for fiscal 2021, except for the minimum necessary to cover benefits and certain other perquisites. These actions are detailed further in our Proxy Statement. In addition, we have engaged in a number of initiatives to preserve cash flows and maintain our financial strength, including reducing capital expenditures and eliminating all non-essential operating expenses, significantly reducing inventory purchases, extending payment terms and suspending our share buyback program. We have also amended our Revolving Credit and Term Loan Facility and entered into a new 364-day Revolving Credit Facility to improve our financial flexibility and liquidity position.

I would also like to express my heartfelt condolences to the individuals, families and communities affected by the unjust and tragic deaths of George Floyd and Rayshard Brooks as well as the countless victims that have come before them. The systemic discrimination that has led us to this point is deplorable and untenable. At Capri, we stand against racism, discrimination and violence of any kind. As an organization and as individuals, we have an opportunity to positively impact the future. Capri Holdings is committed to listening, learning and taking the necessary actions to support long-term positive change for the Black community. While we foster an inclusive environment where employees of diverse backgrounds are welcomed, valued and celebrated, there is more work that we can do to increase diversity at all levels inside our company. We are working on significant initiatives to create change within our organization.

We are also proud to drive positive environmental and social change within our organization and our world. On April 22, 2020, the 50th Anniversary of Earth Day, we released our first group-wide corporate social responsibility strategy, building upon the meaningful initiatives that each of our brands has already been working on, and outlining our global strategy to achieve significant, measurable goals across a range of important environmental and social sustainability issues, including material sourcing, greenhouse gas emissions, water use, waste reduction, diversity and inclusion and philanthropic giving. We recognize that as our company grows, so do our responsibilities, and welcome the opportunity to do more. We are committed to improving the way we work in order to better the world in which we live.

Thank you for your continued support. We look forward to seeing you at our 2020 Annual Meeting.

Sincerely,
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John D. Idol
Chairman and Chief Executive Officer
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NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
Notice is hereby given that the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Capri Holdings Limited, a British Virgin Islands corporation (the “Company”), will be held at Baker & McKenzie LLP, 100 New Bridge Street, London, United Kingdom 6JA EC4V, on September 23, 2020 at 1:00 p.m., local time, for the following purposes:
1.To elect three Class III directors for a three-year term and until the election and qualification of their respective successors in office;
2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2021;
3.To hold a non-binding advisory vote on executive compensation (“say on pay”);
4.To consider and vote upon the approval of the Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan; and
5.To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on July 15, 2020 as the record date for the Annual Meeting (the “Record Date”), and only holders of record of ordinary shares of the Company at such time will be entitled to notice of or to vote at the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the proxy statement for the Annual Meeting. On or about July 22, 2020, we intend to mail to our shareholders of record as of the Record Date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy statement and a copy of our Annual Report on Form 10-K for the fiscal year ended March 28, 2020 (the “2020 Annual Report”). The Notice also provides instructions on how to vote online and on how to receive a paper copy of the proxy materials by mail.
Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to be Held on September 23, 2020
The Notice, proxy statement and the 2020 Annual Report are available at www.proxyvote.com.
YOUR VOTE IS IMPORTANT
Based on current New York Stock Exchange rules your broker will NOT be able to vote your ordinary shares with respect to the election of directors (Proposal No. 1), the say on pay vote (Proposal No. 3) or the approval of the Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan (Proposal No. 4) if you have not provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your right as a shareholder.



We intend to hold our annual meeting in person. If you are a shareholder of record as of the Record Date, you will be admitted to the meeting upon presenting a form of photo identification. If you own ordinary shares beneficially through a bank, broker or otherwise, you will be admitted to the meeting upon presenting a form of photo identification and proof of share ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of share ownership for this purpose.
We are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials and federal, state and local governments may issue in light of COVID-19. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). If we take this step, we will announce the decision to do so in advance by issuing a press release and filing such press release as definitive additional soliciting material with the Securities and Exchange Commission.
Regardless of whether or not you plan to attend the Annual Meeting, please follow the instructions you received to authorize a proxy to vote your ordinary shares as soon as possible to ensure that your ordinary shares are represented at the Annual Meeting. Any shareholder that decides to attend the Annual Meeting may, if so desired, revoke their prior proxy by voting their ordinary shares at the Annual Meeting.
By order of the Board of Directors,
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Hannah Merritt
Corporate Secretary
London, United Kingdom
July 22, 2020



TABLE OF CONTENTS

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PROXY STATEMENT

2020 Annual Meeting of Shareholders
Wednesday, September 23, 2020
GENERAL INFORMATION
This proxy statement is being provided to solicit proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Capri Holdings Limited (the “Company,” “Capri Holdings,” “we,” “our” or “us”) for use at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, September 23, 2020, at 1:00 p.m., local time, at Baker & McKenzie LLP, 100 New Bridge Street, London, United Kingdom, 6JA EC4V, and any adjournment or postponement thereof. We expect to first make this proxy statement available, together with a copy of our Annual Report on Form 10-K for the fiscal year ended March 28, 2020 (the “2020 Annual Report”), to shareholders on or about July 22, 2020.
Internet Availability of Proxy Materials
We have elected to provide access to our proxy materials over the Internet in accordance with the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record as of the close of business on July 15, 2020 (the “Record Date”). All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed copy of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. You will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice. This permits us to conserve natural resources and reduces our printing costs, while giving shareholders a convenient and efficient way to access our proxy materials and vote their ordinary shares.
We intend to mail the Notice on or about July 22, 2020 to all shareholders of record entitled to vote at the Annual Meeting as of the close of business on the Record Date. On that same date, we will also mail a printed copy of this proxy statement, our 2020 Annual Report and form of proxy to certain shareholders who had previously requested printed copies.

Who May Vote

Only holders of record of our ordinary shares at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 150,306,584 ordinary shares were issued and outstanding. Each ordinary share is entitled to one vote at the Annual Meeting.


1 | 2020 Proxy Statement
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What Constitutes a Quorum

Shareholders may not take action at the Annual Meeting unless there is a quorum present at the meeting. A meeting of shareholders is duly constituted, and a quorum is present, if, at the commencement of the meeting, there are present in person or by proxy not less than 50% of the votes of the shares entitled to vote on resolutions of shareholders to be considered at the meeting. Abstentions and broker non-votes (as described below) will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.
Broker Non-Votes and Abstentions
Broker non-votes occur when brokers holding shares in street name for beneficial owners do not receive instructions from the beneficial owners about how to vote their shares. An abstention occurs when a shareholder withholds such shareholder’s vote by checking the “ABSTAIN” box on the proxy card, or similarly elects to abstain via Internet or telephone voting. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, including the ratification of the appointment of the independent registered public accounting firm (Proposal No. 2) and such broker non-votes are counted as shares entitled to vote on such proposal. 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 say on pay vote (Proposal No. 3) or the approval of the Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan (Proposal No. 4) if you have not provided instructions to your broker. In the absence of voting instructions, broker non-votes will not be counted as entitled to vote on Proposals No. 1, 3 or 4 and will not affect the outcome of these matters, assuming a quorum is obtained. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your right as a shareholder. Abstentions are treated as shares that are entitled to vote and will have the same effect as a vote “AGAINST” a proposal.
Vote Required
Proposal No. 1 (Election of Directors): Under applicable British Virgin Islands law and our Amended and Restated Memorandum and Articles of Association (our “Memorandum”), directors are elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and voted, if a quorum is present. Our Memorandum does not provide for cumulative voting. Under our Corporate Governance Guidelines, a director nominee, running uncontested, who receives more “AGAINST” than “FOR” votes is required to tender his or her resignation for consideration by the Governance, Nominating and Corporate Social Responsibility Committee. See “Corporate Governance—Director Nomination Process and Elections; Board Diversity.”
Proposal No. 2 (Auditor Ratification): The ratification of the appointment of Ernst & Young LLP, our proposed independent registered public accounting firm for the fiscal year ending March 27, 2021 (“Fiscal 2021”), requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted, if a quorum is present.
 

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Proposal No. 3 (Say on Pay): Our Board of Directors is seeking a non-binding advisory vote regarding the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this proxy statement. Under our Memorandum, the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted is required to approve this resolution, if a quorum is present. The vote is non-binding and advisory in nature, but our Compensation and Talent Committee and our Board will take into account the outcome of the vote when considering future executive compensation arrangements, to the extent they can determine the cause or causes of any significant negative voting results.

Proposal No. 4 (Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan): The affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted is required to approve this resolution, if a quorum is present, pursuant to our Memorandum.
Voting Process and Revocation of Proxies
If you are a shareholder of record, you may cast your vote in any of the following ways:
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InternetQR CodeTelephoneMailIn Person
Go to www.proxyvote.com. You will need the 16-digit control number included in your proxy card or Notice.
Scan the QR code included on your proxy card or Notice. You will need the 16-digit control number.Call (800) 690-6903 and provide your 16-digit control number.Mark, date, sign and return the proxy card to the address provided in the proxy materials.
See Attendance at Annual Meeting.

Internet and telephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on September 22, 2020. Submitting your proxy by any of these methods will not affect your ability to attend the Annual Meeting and vote at the Annual Meeting.
If your ordinary shares are held in “street name,” meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you will receive voting instructions from your bank or brokerage firm. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting will also be offered to shareholders owning shares through certain banks and brokers.
The Company will retain an independent tabulator to receive and tabulate the proxies.
If you submit proxy voting instructions and direct how your shares will be voted, the individuals named as proxies will vote your shares in the manner you indicate. If you submit proxy voting instructions but do not direct how your shares will be voted, the individuals named as proxies will vote your shares:
“FOR” the election of the three Class III nominees for director (Proposal No. 1);

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“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 27, 2021 (Proposal No. 2);
“FOR” the compensation of our named executive officers (Proposal No. 3); and
“FOR” the approval of the Capri Holdings Limited Second Amended and Restated Omnibus Incentive Plan (Proposal No. 4).
It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance with their discretion with respect to such matters.
A shareholder who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:
 
attending the Annual Meeting and voting at the Annual Meeting;
voting by Internet or telephone (only the last vote cast by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. Eastern Time on September 22, 2020;
delivering a written notice, at the address given below, bearing a date later than that indicated on the proxy card or the date you voted by Internet or telephone, but prior to the date of the Annual Meeting, stating that the proxy is revoked; or
signing and delivering a subsequently dated proxy card prior to the vote at the Annual Meeting.
You should send any written notice or new proxy card to Capri Holdings Limited, Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. If you are a shareholder of record you may request a new proxy card by calling the Company at its principal executive office in London at (44) 207 632 8600.
 
Any shareholder owning shares in street name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the ordinary shares or by obtaining a legal proxy from such bank or brokerage firm and voting at the Annual Meeting. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.
Attendance at the Annual Meeting
We intend to to hold the Annual Meeting in person. Only shareholders or their legal proxy holders are invited to attend the Annual Meeting. To be admitted to the Annual Meeting, you will need a form of photo identification (such as a driver’s license or passport), and if you hold your ordinary shares in street name you must also bring valid proof of ownership of your ordinary shares or a valid legal proxy. If you are a shareholder of record, you will be admitted to the Annual Meeting only if we are able to verify your shareholder status by checking your name against the list of registered shareholders on the Record Date. If you hold your ordinary shares in street name through a bank or brokerage firm, a brokerage statement or a letter from a bank or broker reflecting your ownership as of the Record Date is sufficient proof of ownership to be admitted to the Annual Meeting.
No cameras, recording equipment, electronic devices or large bags, briefcases or packages will be permitted in the Annual Meeting. Attendees may be asked to pass through security prior to entering the Annual Meeting.

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The Company encourages members of its Board of Directors to attend the Annual Meeting. Representatives of Ernst & Young LLP, the Company’s independent registered public accounting firm, may also attend the Annual Meeting along with certain members of management of the Company and outside counsel.
We are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials and federal, state and local governments may issue in light of COVID-19. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). If we take this step, we will announce the decision to do so in advance by issuing a press release and filing such press release as definitive additional soliciting material with the Securities and Exchange Commission.
Electronic Delivery of Proxy Materials and Annual Report
The Notice, proxy statement and the 2020 Annual Report are available at www.proxyvote.com. In the future, instead of receiving copies of the Notice of Internet Availability of Proxy Materials, proxy statement and the annual report in the mail, shareholders may elect to view the proxy materials for the annual meeting on the Internet or to receive proxy materials for the annual meeting by e-mail. The Notice will provide you with instructions regarding how to view our proxy materials over the Internet and how to instruct us to send future proxy materials to you by e-mail. Receiving your proxy materials online permits the Company to conserve natural resources and saves the Company the cost of producing and mailing documents to your home or business, while giving you an automatic link to the proxy voting site.
If you are a shareholder of record with ordinary shares registered in your own name, you may enroll in electronic delivery service by contacting American Stock Transfer & Trust Company, our transfer agent, at (800) 937-5449, or by following the instructions on their website at www.astfinancial.com. If you hold your shares in street name through a bank or brokerage firm, check the information provided to you by your bank or broker or contact your bank or broker for information on electronic delivery service.
 

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Householding
The SEC permits companies to send a single Notice, and for those shareholders that elect to receive a paper copy of proxy materials in the mail, one copy of this proxy statement, together with our 2020 Annual Report, to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. This “householding” process reduces the volume of duplicate information and reduces printing and mailing expenses. If you are a shareholder of record with ordinary shares registered in your own name and you are interested in consenting to the delivery of a single notice or proxy statement and annual report to your household, you may do so by contacting American Stock Transfer & Trust Company, our transfer agent, at (800) 937-5449, or by following the instructions on their website at www.astfinancial.com. If your household has multiple accounts holding our ordinary shares in street name, you may have already received a householding notification from your broker. Please contact your broker directly if you hold your shares in street name and have any questions concerning the householding process or require additional copies of the Notice, the 2020 Annual Report or this proxy statement. The broker will arrange for delivery of a single set of materials (if requested) or a separate copy of the Notice, and, if so requested, a separate copy of these proxy materials promptly upon your written or verbal request. You may decide at any time to revoke your decision to receive a single copy of the proxy materials for your household, and thereby receive multiple copies of the proxy materials by contacting our transfer agent, if you are a record holder, or your broker, if you hold your ordinary shares in street name.
Solicitation of Proxies
We will pay the cost of soliciting proxies for the Annual Meeting. We will reimburse brokers, fiduciaries, custodians and other nominees for their costs in forwarding proxy materials to beneficial owners of our ordinary shares. Solicitation may be undertaken by written or electronic mail, telephone, personal contact, facsimile or other similar means by our directors, officers and employees without additional compensation.
 
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board Composition
Our Board of Directors consists of eight members. Our Memorandum provides that our Board of Directors must be composed of between one and twelve members. The number of directors is determined from time to time by a resolution of the directors. John D. Idol, our Chief Executive Officer, serves as the Chairman of our Board of Directors. He has primary responsibility for providing leadership and guidance to our Board and for managing the affairs of our Board.
Our Board of Directors is divided into three classes. Pursuant to our Memorandum, our directors are appointed at the annual meeting of shareholders for a period of three years, with each director serving until the third annual meeting of shareholders following his or her election. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of shareholders in the year of such expiration. Any additional directorships resulting from an increase in the number of directors or a vacancy will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

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John D. Idol, Robin Freestone and Ann Korologos are Class III directors and their term will expire on the date of the upcoming Annual Meeting. Accordingly, we are nominating Mr. Idol, Mr. Freestone and Ms. Korologos for re-election at the Annual Meeting. If elected, each of them will serve as a Class III director until our annual meeting of shareholders in 2023 and until the election and qualification of their respective successors in office.
The following table lists each of our directors, their respective ages and positions and the class in which they serve as of the date of this proxy statement:
NameAgePositionClassTerm Expiring
John D. Idol61Chairman and Chief Executive Officer III2020 (nominated for re-election)
M. William Benedetto79Lead DirectorI2021
Robin Freestone61DirectorIII2020 (nominated for re-election)
Judy Gibbons63DirectorII2022
Ann Korologos78DirectorIII2020 (nominated for re-election)
Stephen F. Reitman72DirectorI2021
Jane Thompson48DirectorII2022
Jean Tomlin65DirectorI2021
Director Nominees
Class III Director Nominees for Election at the 2020 Annual Meeting

John D. Idol
Chairman

Director since: December 2003; Chairman since September 2011
Age: 61
Principal Occupation: Chief Executive Officer of Capri Holdings Limited
Board Committees: None
Qualifications: CEO for over 15 years with intimate knowledge of our business operations and strategy; more than 30 years of experience in the retail industry with extensive knowledge of sales and marketing, product development, operations, finance and strategy; and prior public company board and CEO experience
Mr. Idol has been our Chief Executive Officer since December 2003. Previously, from July 2001 until July 2003, Mr. Idol served as Chairman and Chief Executive Officer and a director of Kasper ASL, Ltd., whose lines included the Anne Klein brand. Prior to that, from July 1997 until July 2001, Mr. Idol served as Chief Executive Officer and a director of Donna Karan International Inc. Mr. Idol also served as Ralph Lauren’s Group President and Chief Operating Officer of Product Licensing, Home Collection and Men’s Collection from 1994 until 1997.

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Robin Freestone

Director since: November 2016
Age: 61
Principal Occupation: Retired Chief Financial Officer
Board Committees: Audit Committee (Chair) and Compensation and Talent Committee
Qualifications: Esteemed FTSE 100 executive with significant experience across a broad array of international businesses, including as chief financial officer
Mr. Freestone was Chief Financial Officer of Pearson Plc, from 2006 through August 2015, having previously served as Deputy Chief Financial Officer since 2004. Prior to that, he held a number of senior financial positions at Amersham plc from 2000 to 2004, Henkel Chemicals UK Ltd from 1995 to 2000 and ICI/Zeneca Agrochemicals Ltd (now Syngenta) from 1985 to 1995. He began his financial and accounting career at Touche Ross (now Deloitte). Mr. Freestone also serves as a non-executive director of Smith and Nephew plc and as Chairman of the Board of moneysupermarket.com.
Ann Korologos

Director since: March 2013
Age: 78
Principal Occupation: Former U.S. Secretary of Labor; Chairman Emeritus of The Aspen Institute
Board Committees: Governance, Nominating and Corporate Social Responsibility Committee (Chair) and Compensation and Talent Committee
Qualifications: Significant knowledge and experience in the areas of international markets, marketing, regulatory and government affairs, policy making and corporate governance; and seasoned public company board member
Ms. Korologos is a former U.S. Secretary of Labor. She is Chairman Emeritus of The Aspen Institute, a nonprofit organization, and previously served as the Chairman of the Board of Trustees of the RAND Corporation from April 2004 to April 2009. Ms. Korologos has significant public company board experience and currently serves as a director of Host Hotels & Resorts, Inc. She previously served on the boards of AMR Corporation (and its subsidiary, American Airlines), Kellogg Company, Harman International Industries, Inc. and Vulcan Materials Company, among others.
Vote Required and Board Recommendation
If a quorum is present, directors are elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and voted. Ordinary shares that constitute broker non-votes are not considered entitled to vote on Proposal No. 1 and will not affect the outcome of this matter, assuming a quorum is present. Abstentions will have the same effect as a vote “AGAINST” this proposal.
Our Board of Directors has no reason to believe that any of the nominees listed above would be unable to serve as a director of the Company. If, however, any nominee were to become unable to serve as a director, the proxy holders will have discretionary authority to vote for a substitute nominee.
 

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Our Board of Directors unanimously recommends a vote “FOR” the election of the three Class III director nominees named above. Unless contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of John D. Idol, Robin Freestone and Ann Korologos to hold office as directors until the 2023 annual meeting of shareholders and until the election and qualification of their respective successors in office.
Continuing Directors
Class I Directors for Election at the 2021 Annual Meeting

M. William Benedetto
Lead Director

Director since: December 2011
Age: 79
Principal Occupation: Co-founder and retired chairman emeritus of The Benedetto Gartland Group
Board Committees: Audit Committee and Compensation and Talent Committee
Qualifications: Strong financial background; significant experience as an executive in the financial services industry; and prior public company board experience (including as audit committee and compensation committee chairman)
Mr. Benedetto is a co-founder and retired chairman emeritus of The Benedetto Gartland Group, a boutique investment bank founded in 1988 that specializes in raising equity capital for private equity firms and providing other investment banking services. From 1983 to 1988, Mr. Benedetto served as executive vice president, director and manager of Dean Witter Reynolds, Inc.’s Investment Banking Division. From 1980 to 1983, Mr. Benedetto served as head of corporate finance for Warburg, Paribas Becker, and previously Mr. Benedetto served as an executive in the financial services industry since 1978. Mr. Benedetto was lead director of Donna Karan International from 1996 to 2001 and chaired its audit and compensation committees. Mr. Benedetto was a member of the board of directors of Georgetown University, as well as the chairman of its board of regents, until June 30, 2010, and was a director of FidelisCare, a non-for-profit healthcare insurance company, until 2018.
 
Stephen F. Reitman

Director since: December 2011
Age: 72
Principal Occupation: President of Reitmans (Canada) Limited
Board Committees: Audit Committee and Governance, Nominating and Corporate Social Responsibility Committee
Qualifications: Extensive experience as an executive in the retail industry with in-depth industry knowledge and strong retail operations background

Mr. Reitman has served on the board of directors of Reitmans (Canada) Limited (“Reitmans”), a specialty ladies’ wear retailer based in Canada, since 1984, and was appointed President and Chief Executive Officer of Reitmans on January 15, 2020. Previously, from November 2017 through January 2020, he served as President and Chief Operating Officer of Reitmans (having also held this role from June 2010 to June 2014) and prior thereto served as President of Reitmans from June 2014 through November 2017. From 1984 until June 2010, Mr. Reitman served as Executive Vice President and Chief Operating Officer of Reitmans.

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Jean Tomlin

Director since: March 2013
Age: 65
Principal Occupation: Retired human resources executive
Board Committees: Compensation and Talent Committee (Chair) and Governance, Nominating and Corporate Social Responsibility Committee
Qualifications: Extensive management experience in human resources and unique insight into human resources matters
Ms. Tomlin served as Director of Human Resources of the London Organising Committee of the Olympic and Paralympic Games from 2006 through the end of March 2013. Previously, she was the Director of Human Resources of Marks & Spencer plc, a major British retailer. Ms. Tomlin also spent 15 years at Prudential plc and nine years at Ford Motor Company in the UK in various human resources management positions. Currently, Ms. Tomlin also serves as a director of J. Sainsbury plc, the UK’s third-largest food retailer and grocery store operator, and Holdingham Group Limited, a privately owned management consultancy business.
Class II Directors for Election at the 2022 Annual Meeting
Judy Gibbons

Director since: November 2012
Age: 63
Principal Occupation: Retired technology executive
Board Committees: Audit Committee and Governance, Nominating and Corporate Social Responsibility Committee
Qualifications: Over 25 years of experience as a business leader in technology sector with strong strategic and operational knowledge of digital media, e-commerce and technology
Ms. Gibbons was employed by Accel Partners in Europe as a venture partner and board member, focusing primarily on early stage equity investments across mobile applications, digital advertising, e-commerce and social media from 2005 until 2010. Prior to joining Accel Partners, Ms. Gibbons was Corporate Vice President at Microsoft where she spent ten years in international leadership roles in the company’s Internet division. Previously, she has held senior positions at Apple Inc. and Hewlett Packard. Ms. Gibbons currently serves as a non-executive director of Hammerson plc, and Chairman of Which? Limited. She previously served as a director of Guardian Media Group plc.
Jane Thompson

Director since: January 2015
Age: 48
Principal Occupation: Co-Founder and Director of The Fusion Labs
Board Committees: Audit Committee and Compensation and Talent Committee
Qualifications: Over 10 years of experience in e-commerce, digital marketing and technology with expertise in customer relationship management (CRM)

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Ms. Thompson is currently Co-Founder and Director of The Fusion Labs, a UK-based digital marketing and e-commerce company, which operates a network of niche e-commerce sites. From 2007 to 2009, Ms. Thompson was Managing Director, International at IAC/InterActiveCorp, a leading interactive media and Internet company, and from 2003 to 2007, she held various senior roles at Match.com LLC, including as Senior Vice President and General Manager, North America. She also previously worked as a management consultant at Bain & Company in London. Ms. Thompson is an active investor in digital businesses as well as a director of Listcorp.com, Stitch.net and Lightsense Technologies Ltd. She holds a MBA from the Wharton School of the University of Pennsylvania.

CORPORATE GOVERNANCE
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines, which are available on our website at www.capriholdings.com and in print to any shareholder who requests a copy from our Corporate Secretary. The Corporate Governance Guidelines set forth our corporate governance principles and reflect the governance rules of NYSE listed companies, and address, among other governance matters, Board composition and responsibilities, committees, director compensation, Board and committee self-appraisals, CEO compensation and executive succession planning.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, executive officers and employees, including our CEO and CFO. A copy of our Code of Business Conduct and Ethics is available on our website at www.capriholdings.com and in print to any shareholder who requests a copy from our Corporate Secretary. Our Code of Business Conduct and Ethics reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all of our directors, executive officers and employees are expected to comply. We proactively promote ethical behavior and encourage our directors, executive officers and employees to report violations of the Code of Business Conduct and Ethics, unethical behavior or other concerns either directly to a supervisor, the Human Resources Department or the Legal Department or through an anonymous toll-free telephone hotline.
We also expect all of our employees (including our executive officers) and our directors to promptly report any potential relationships, actions or transactions, including those involving immediate family members, that reasonably could be expected to give rise to a conflict of interest to our General Counsel, Chief Human Resources Officer and Head of Internal Audit, in the case of potential conflicts involving an executive officer or director, or to the employee’s supervisor or a representative of our Human Resources Department, in the case of potential conflicts involving any other employee. If we amend or waive the Code of Business Conduct and Ethics with respect to any of our directors or our CEO or CFO, we will promptly disclose such amendment or waiver as required by applicable law and the NYSE and will post such amendment or waiver on the Investor Relations page of our website referenced above.

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Independence of Board
A majority of our directors and each member of our Audit Committee, Compensation and Talent Committee and Governance, Nominating and Corporate Social Responsibility Committee are required to be “independent” within the meaning of the NYSE listing standards and the guidelines for director independence set forth in our Corporate Governance Guidelines. The Governance, Nominating and Corporate Social Responsibility Committee reviews the independence of all members of the Board for purposes of determining which Board members are deemed independent and which are not. The Governance, Nominating and Corporate Social Responsibility Committee and our Board of Directors affirmatively determined that M. William Benedetto, Robin Freestone, Judy Gibbons, Ann Korologos, Stephen F. Reitman, Jane Thompson and Jean Tomlin are each independent.
Committees of the Board
Our Board of Directors has three standing committees: an Audit Committee, a Compensation and Talent Committee and a Governance, Nominating and Corporate Social Committee. The following table sets forth the current members of each committee:
Audit CommitteeCompensation and Talent CommitteeGovernance, Nominating and Corporate Social Responsibility Committee
M. William Benedetto image341.jpg L
image261.jpg
 image261.jpg
Robin Freestone image341.jpg
image251.jpg
 image261.jpg
Judy Gibbons
 image261.jpg
image261.jpg
Ann Korologos
 image261.jpg
image251.jpg
Stephen F. Reitman
 image261.jpg
image261.jpg
Jane Thompson
 image261.jpg
 image261.jpg
Jean Tomlin
image251.jpg
image261.jpg
_______________________________
Chairperson image251.jpg Member image261.jpg Financial Expert image341.jpg Lead Director L

Audit Committee
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to: (i) the accounting and financial reporting processes of the Company and the related internal controls, including the integrity of the financial statements and other financial information of the Company; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; (iv) the audit of the Company’s financial statements; (v) the performance of the Company’s internal audit function and the independent auditor; and (vi) such other matters mandated by applicable law or NYSE rules.
In carrying out these responsibilities, the Audit Committee, among other things:
 
Selects, determines compensation of, evaluates and, where appropriate, replaces the independent auditor;
Approves all audit engagement fees and terms and all non-audit engagements with the independent auditor;

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Evaluates annually the performance of the independent auditor and the lead audit partner;
Reviews annual audited and quarterly unaudited financial statements with management and the independent auditor;
Reviews reports and recommendations of the independent auditor;
Reviews the scope and plan of work to be done by the internal audit group and annually reviews the performance of the internal audit group and the appointment, replacement and compensation of the person responsible for the Company’s internal audit function;
Reviews management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s related attestation;
Oversees the Company’s risk assessment and risk management policies, procedures and practices;
Establishes procedures for receiving and responding to complaints regarding accounting, internal accounting controls or auditing matters;
Reviews and, if appropriate, approves related person transactions; and
Evaluates its own performance annually and reports regularly to the Board.
A complete copy of the Audit Committee Charter is available on our website at www.capriholdings.com.
The Board of Directors has determined that each member of the Audit Committee satisfies the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE rules, and that each member of the Audit Committee is financially literate. Furthermore, the Board of Directors has determined that each of Messrs. Benedetto and Freestone is an “audit committee financial expert” under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act of 2002.
Compensation and Talent Committee
The Compensation and Talent Committee has direct responsibility for the compensation of the Company’s executive officers, including the CEO, and for the Company’s incentive compensation and equity-based plans.
In carrying out these responsibilities, the Compensation and Talent Committee, among other things:
 
Reviews the Company’s compensation strategy to ensure it is appropriate;
Reviews and approves the corporate goals and objectives of the Company’s CEO, evaluates the CEO’s performance in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determines and approves the CEO’s compensation level, perquisites and other benefits based on this evaluation;
Recommends and sets appropriate compensation levels for the Company’s named executive officers;
Evaluates the potential risks associated with the Company’s compensation policies and practices;
Reviews, evaluates and makes recommendations to the Board with respect to incentive compensation plans, equity-based plans and director compensation, and is primarily responsible for setting performance targets under annual cash incentive and long-term equity incentive compensation plans, and certifying the achievement level of any such performance targets;

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Reviews our annual equity share usage rate and aggregate long-term equity incentive grant value on a regular basis to ensure that the dilutive and earnings impact of equity compensation remains appropriate, affordable and competitive;
Reviews the Company’s programs relating to diversity and inclusion, leadership and talent development;
Reviews the Company’s global HR strategy and strategic priorities;
Retains (or terminates) consultants to assist in the evaluation of director and executive officer compensation;
Reviews executive compensation-related regulatory developments and industry wide compensation practices and general market trends in order to ensure compliance with law and assess the adequacy and competitiveness of the Company’s compensation programs; and
Evaluates its own performance annually and reports regularly to the Board.
A complete copy of the Compensation and Talent Committee Charter is available on our website at www.capriholdings.com.
Compensation Committee Interlocks and Insider Participation
No person who served as a member of our Compensation and Talent Committee during Fiscal 2020 has served as one of our executive officers or employees or has any relationship requiring disclosure under Item 404 of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).
None of our executive officers serves as a member of the board of directors or as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board or our Compensation and Talent Committee.
Governance, Nominating and Corporate Social Responsibility Committee
The purpose of the Governance, Nominating and Corporate Social Responsibility Committee (the “Governance Committee”) is to perform, or assist the Board in performing, the duties of the Board relating to: (i) identification and nomination of directors; (ii) areas of corporate governance; (iii) succession planning for the CEO and other members of senior management; (iv) annual performance evaluations of the Board and the committees of the Board; (v) oversight of the Company’s corporate social responsibility program in order to ensure appropriate supervision of our goal-setting and public reporting process relating to corporate social responsibility and sustainability; and (v) the other duties and responsibilities set forth in its charter.

In carrying out these responsibilities, the Governance Committee, among other things:
 
Reviews Board and committee composition and size;
Identifies candidates qualified to serve as directors;
Assists the Board in determining whether individual directors have material relationships with the Company that may interfere with their independence;
Establishes procedures for the Governance Committee to exercise oversight of the evaluation of senior management;
Reviews and discusses management succession and makes recommendations to the Board with respect to potential successors to the CEO and other key members of senior management;

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Reviews and assesses the adequacy of the Company’s Corporate Governance Guidelines;
Reviews policies and practices of the Company and monitors compliance in the areas of corporate governance;
Oversees the Company’s program relating to corporate social responsibility, including environmental, social and other matters of significance relating to sustainability; and
Evaluates its own performance annually and reports regularly to the Board.
A complete copy of the Governance Committee Charter is available on our website at www.capriholdings.com.
Board and Committee Meeting Attendance
Our Board of Directors held eight meetings and each of the Audit Committee, the Compensation and Talent Committee and the Governance Committee held four meetings in Fiscal 2020. During Fiscal 2020, each of our directors attended at least 75% of the total number of meetings of our Board of Directors, and each attended at least 75% of the total number of meetings of each committee of our Board of Directors on which such director served. All of our non-employee directors are invited to attend all committee meetings. The Board of Directors and its committees also act from time to time by written consent in lieu of meetings. Directors are encouraged (but not required) to attend our annual meeting of shareholders. John D. Idol, M. William Benedetto, Robin Freestone, Judy Gibbons, Stephen Reitman, Jane Thompson and Jean Tomlin attended our annual meeting of shareholders held in 2019.
Executive Sessions
Pursuant to our Corporate Governance Guidelines, the Board is required to meet at least quarterly in executive session without management directors or any members of management, whether or not they are directors, present. Our Lead Director, M. William Benedetto, presides over executive sessions of the Board of Directors.
Director Nomination Process and Elections; Board Diversity
The Governance Committee is responsible for, among other things, identifying individuals qualified to become members of the Board in a manner consistent with the criteria approved by the Board. The Corporate Governance Guidelines set forth qualifications and criteria for our directors. The Board of Directors seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. We do not have a formal policy on diversity, but the Governance Committee and the Board will assess an individual’s independence, diversity, age, skills and experience in the context of the needs of the Board.
The Governance Committee will consider candidates recommended by our executive officers and directors, including our Chairman and CEO, employees and others. In addition, the Governance Committee may engage third-party search firms to identify qualified director candidates. When identifying and evaluating candidates, the Governance Committee determines whether there are any evolving needs of the Board that require an expert in a particular field. The Chair of the Governance Committee and some or all of the members of the Board of Directors (including the Chairman and CEO) will interview potential candidates that the Governance Committee deems appropriate. The Governance Committee will listen to feedback received from those directors that had the opportunity to meet with the potential candidate. If the Governance Committee deems appropriate, it will recommend the nomination of the candidate to the full Board for approval.

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The Governance Committee will also consider candidates proposed by shareholders of the Company and all candidates will be evaluated in the same manner regardless of the source of such nomination so long as shareholder nominations are properly submitted to us. Shareholders wishing to recommend persons for consideration by the Governance Committee as nominees for election to the Board must do so in accordance with the procedures set forth in “Proposals of Shareholders for the 2021 Annual Meeting” and in compliance with our Memorandum.
In accordance with the Memorandum, directors must be elected by the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the meeting and voted. In the event an incumbent director fails to receive a simple majority of the votes in an uncontested election, such incumbent director is required to tender a resignation letter in accordance with the Company’s Corporate Governance Guidelines. The Governance Committee will then make a recommendation to the Board as to whether to accept or reject the resignation or whether such other action should be taken. The Board will act on the resignation, taking into account the Governance Committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results.
The Governance Committee, in making its recommendation, may consider any factors and other information that it considers appropriate and relevant, including, without limitation, the stated reasons why shareholders voted “against” such director, the director’s length of service and qualifications, the director’s contributions to the Company, compliance with applicable NYSE rules and listing standards and the Corporate Governance Guidelines. The incumbent director will remain active and engage in Board activities while the Governance Committee and the Board decide whether to accept or reject such resignation or take other action, but the incumbent director will not participate in deliberations by the Governance Committee or the Board regarding whether to accept or reject the director’s resignation.
Board Leadership Structure; Lead Independent Director
John D. Idol, our CEO, has been the Chairman of our Board of Directors since shortly before our initial public offering in December 2011 (the “IPO”). The Board believes that the Company can most effectively execute its business plans and strategy and drive value for shareholders if Mr. Idol, who has intimate knowledge of our business operations and strategy and extensive experience in the retail industry, serves the combined role of Chairman and CEO. A combined Chairman and CEO serves as a bridge between the Board and management, and provides our Board and Company with unified leadership. The Board believes that Mr. Idol’s unified leadership enables us to better communicate our vision and strategy clearly and consistently across our organization and to customers and shareholders.

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M. William Benedetto serves as Lead Director in order to provide for strong and independent leadership on the Board. As Lead Director, Mr. Benedetto: (i) presides at meetings of the Board in the absence of, or upon the request of, the Chairman, including executive sessions of the non-management directors; (ii) serves as principal liaison to facilitate communications between the other directors and the Chairman, without inhibiting direct communications between the Chairman and the other directors; (iii) consults with the Chairman in the preparation of the annual Board meeting schedule and in determining the need for special meetings of the Board; (iv) suggests to the Chairman agenda items for meetings of the Board and approves the agenda as well as the substance and timeliness of information sent to the Board; (v) calls meetings of the non-management directors when necessary and appropriate; (vi) leads the evaluation process and provides feedback to the CEO in consultation with the Chair of the Compensation and Talent Committee; (vii) serves as the liaison to shareholders who request direct communications with the Board; (viii) performs such other duties as the Board may from time to time delegate; and (ix) assists in optimizing the effectiveness of the Board and ensures that it operates independently of management.
 
In addition to the active and independent leadership that the Lead Director brings to the Board, the independent chairs of each of the Board’s standing committees provide leadership for matters under the jurisdiction of their respective committees.
Risk Oversight
Management is responsible for understanding and managing the risks that we face in our business, and the Board of Directors is responsible for overseeing management’s overall approach to risk management. The Board has an active role, as a whole and also at the committee level, in overseeing management of our risks to ensure our risk management policies are consistent with our corporate strategy. The Board regularly reviews the major strategic, operational, financial and legal risks relating to the Company as well as potential options for mitigating these risks. The Company’s independent and internal auditors and other relevant third parties work with senior management (and in connection with their oversight responsibility, the Board and its committees) to ensure that enterprise-wide risk management is incorporated into the Company’s business and strategy.
The Board has delegated to its committees responsibility for elements of the Company’s risk management program that relate specifically to matters within the scope of each such committee’s duties and responsibilities. The Audit Committee is responsible for the oversight of accounting, auditing and financial-related risks. The Compensation and Talent Committee periodically reviews the various design elements of our compensation program to determine whether any of its aspects encourage excessive or inappropriate risk-taking. See “Compensation and Talent Committee Risk Assessment.” The Compensation and Talent Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Governance Committee manages risks associated with the independence of the Board, compliance by the Company with corporate governance policies and rules, succession planning for the CEO and other key members of senior management and environmental, social and sustainability related risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about those risks. The Company believes that the Board and its committees provide appropriate risk oversight of the Company’s business activities and strategic initiatives.

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In connection with the recent COVID-19 pandemic, the Board, together with management, has overseen our efforts to mitigate the financial, human capital management and other business and operational risks related to the outbreak.
Communications with the Board and the Audit Committee
Shareholders and interested parties may contact any of the Company’s directors, including the Chairman, the non-management directors as a group, the Lead Director, the chair of any committee of the Board of Directors or any committee of the Board by writing them as follows:
Capri Holdings Limited
33 Kingsway
London, United Kingdom
WC2B 6UF
Attn: Corporate Secretary
Concerns relating to accounting, internal controls or auditing matters should be communicated to the Company through the Corporate Secretary and such matters will be handled in accordance with the procedures established by the Audit Committee. Any concerns may be reported anonymously.
 
Required Certifications
The Company has filed with the SEC, as an exhibit to its most recently filed Annual Report on Form 10-K, the certifications of its Chief Executive Officer and Chief Financial Officer required under the Sarbanes-Oxley Act of 2002. The Company has also timely submitted to the NYSE the Section 303A Annual CEO Certification for the fiscal year ended March 30, 2019 (“Fiscal 2019”), and such certification was submitted without any qualifications.

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Executive Officers
The following table sets forth information regarding each of our executive officers as of the date of this proxy statement:
NameAge  Position
John D. Idol(1)
61Chairman and CEO
Thomas J. Edwards, Jr.55Executive Vice President, CFO and COO
Krista A. McDonough40Senior Vice President, General Counsel & Chief Sustainability Officer
Daniel T. Purefoy50Senior Vice President, Global Operations
__________________________________________
(1)Biographical information regarding Mr. Idol is set forth under “Proposal No. 1 Election of DirectorsDirector Nominees—Class I Director Nominees for Election at the 2020 Annual Meeting.
Thomas J. Edwards, Jr. is the Executive Vice President, Chief Financial Officer and Chief Operating Officer of Capri Holdings and has been with the Company since April 2017. Previously, Mr. Edwards served as Executive Vice President and Chief Financial Officer of Brinker International, Inc. Prior to that, he held numerous positions within finance at Wyndham Worldwide from 2007 to 2015, including having served as Executive Vice President and Chief Financial Officer of the Wyndham Hotel Group from March 2013 to March 2015. Mr. Edwards has also held a number of financial and operational leadership positions in the consumer goods industry, including as Vice President, Consumer Innovation and Marketing Services at Kraft Foods and Vice President, Finance at Nabisco Food Service Company.
Krista A. McDonough is the Senior Vice President, General Counsel and Chief Sustainability Officer of Capri Holdings. She assumed the role of General Counsel in October 2016 and was recently appointed Chief Sustainability Officer. She has been with the Company since August 2011 in various legal roles, including, previously, as Deputy General Counsel. Prior to joining Capri Holdings, Ms. McDonough was an attorney in the corporate department of Paul, Weiss, Rifkind, Wharton and Garrison LLP, where she specialized in capital markets and securities law, from 2005 to 2011.

Daniel T. Purefoy has been the Senior Vice President, Global Operations since March 30, 2020. He has been with the Company since October 2014 in roles of increasing responsibility in the areas of operations, supply chain, strategy, engineering and procurement, most recently serving as Division Vice President, Global Operations Services. Previously, Mr. Purefoy held senior roles at The Home Depot from 2008 to 2014 and Dell from 2005 to 2008. He worked as a management consultant for Kurt Salmon Associates from 1996 to 2005. He was also a Captain in the United States Army.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of July 15, 2020 by:
each person known to us to beneficially own more than five percent of our outstanding ordinary shares based solely on our review of SEC filings;
each of our named executive officers;
each of our directors; and
all directors and executive officers as a group.

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Beneficial ownership is based upon 150,306,584 ordinary shares outstanding as of July 15, 2020, unless otherwise indicated in the footnotes to the table. In addition, ordinary shares issuable upon exercise of share options or other derivative securities that are exercisable as of July 15, 2020 or will become exercisable within 60 days of July 15, 2020 are deemed outstanding for purposes of computing the percentage of the person holding such options or other derivative securities, but are not deemed outstanding for purposes of computing the percentage owned by any other person. All of the ordinary shares listed in the table below are entitled to one vote per share and each of the persons described below has sole voting power and sole investment power with respect to the shares set forth opposite his, her or its name, except as otherwise noted. Unless otherwise indicated, the address of each executive officer named in the table below is c/o Capri Holdings Limited, 11 West 42nd Street, New York, New York 10036, and the address of each director named in the table below is 33 Kingsway, London, United Kingdom WC2B 6UF.
Beneficial OwnerOrdinary Shares
Beneficially
Owned
Percent of Ordinary
Shares Beneficially
Owned
5% or More Shareholder
BlackRock, Inc.(1)
19,039,94612.7%
The Vanguard Group(2)
15,726,78810.4%
Eminence Capital, LP(3)
13,174,5398.7%
Invesco Ltd(4)
11,683,0327.7%
Named Executive Officers and Directors
John D. Idol(5)
3,450,3392.3%
Thomas J. Edwards, Jr.(6)
61,316*
Krista A. McDonough(7)
24,524*
Pascale Meyran(8)
36,457*
Cathy Marie Robinson(8)
*
M. William Benedetto24,486*
Robin Freestone9,247*
Judy Gibbons24,151*
Ann Korologos20,578*
Stephen F. Reitman17,709*
Jane Thompson14,278*
Jean Tomlin15,274*
All Executive Officers and Directors as a Group (13 persons)3,706,4732.5%
 _________________________________
* Represents beneficial ownership of less than one percent of the Company’s ordinary shares outstanding.
(1) Based on Amendment No. 1 to the Schedule 13G filed with the SEC by BlackRock, Inc. (“BlackRock”) on June 9, 2020. The mailing address for BlackRock is 55 East 52nd Street, New York, New York 10022. BlackRock may be deemed to have sole voting power with respect to 18,123,942 ordinary shares and sole dispositive power with respect to 19,039,946 ordinary shares.
(2) Based on Amendment No. 7 to the Schedule 13G filed with the SEC by The Vanguard Group (“Vanguard”) on February 12, 2020. The mailing address for Vanguard is 100 Vanguard Blvd, Malvern, Pennsylvania 19355. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 172,455 shares or 0.11% of the ordinary shares outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 130,668 shares or 0.08% of the ordinary shares outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. Vanguard may be deemed to have sole voting power with respect to 223,233 ordinary shares and shared voting power with respect to 40,071 ordinary shares. Vanguard may be deemed to have sole dispositive power with respect to 15,472,361 ordinary shares and shared dispositive power with respect to 254,419 ordinary shares.
(3) Based on Amendment No. 1 to Schedule 13G filed with the SEC by Eminence Capital, LP (“Eminence Capital”) and Ricky C. Sandler, a U.S. Citizen (“Mr. Sandler,” and together with Eminence Capital, “Eminence”) on February 14, 2020. The mailing address for Eminence is 399 Park Avenue, 25th Floor, New York, New York 10022. Eminence Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the ordinary shares and options held by, various investment funds (the “Eminence Funds”) and separately managed accounts (the “Eminence SMAs,” and together with the Eminence Funds, the “Eminence Funds and SMAs”) under its management and control. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. Mr. Sandler is the Chief Executive Officer of Eminence Capital and may be deemed to have shared voting and dispositive power with respect to the ordinary shares and options held by the Eminence Funds and SMAs and sole voting and dispositive power with respect to the ordinary shares directly owned by family and other related accounts over which Mr. Sandler has investment discretion. Collectively, Eminence may be deemed to have sole voting and dispositive power with respect to 8,325 ordinary shares and options and shared voting and dispositive power with respect to 13,174,539 ordinary shares and options.

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(4) Based on the Schedule 13G filed with the SEC by Invesco Ltd. (“Invesco”) on February 13, 2020. The mailing address for Invesco is 555 Peachtree Street NE, Suite 1800, Atlanta, Georgia 30309. Invesco, in its capacity as a parent holding company to its investment advisers, may be deemed to beneficially own the ordinary shares of the Company which are held of record by clients of Invesco. Invesco may be deemed to have sole voting power with respect to 10,539,212 ordinary shares and sole dispositive power with respect to 11,683,032 ordinary shares.  
(5) For Mr. Idol, this amount includes 370,505 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of July 15, 2020. This amount also includes 54,600 ordinary shares held by the Idol Family Foundation and 2,046,254 ordinary shares held by certain grantor retained annuity trusts (“GRATs”) established by Mr. Idol (as grantor) for the benefit of his children. Mr. Idol is not the trustee of the GRATs. Mr. Idol may be deemed to have shared voting and dispositive power over the ordinary shares held by the Idol Family Foundation and by the GRATs, and therefore, may be deemed to have beneficial ownership over such ordinary shares.
(6) For Mr. Edwards, this amount includes 6,125 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of July 15, 2020.
(7) For Ms. McDonough, this amount includes 8,677 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of July 15, 2020.
(8) Based on information available to the Company.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than 10% of our ordinary shares to file initial reports of ownership and reports of changes in ownership of our ordinary shares with the SEC. To our knowledge, based solely on our review of the copies of the Section 16(a) reports furnished to us during and with respect to Fiscal 2020 and representations from certain reporting persons, we believe that all reportable transactions during such fiscal year were reported on a timely basis.
 
Securities Trading Policy and Hedging
Our executive officers, directors and certain other employees and related parties are prohibited from trading in Company shares during certain prescribed blackout periods that typically begin two weeks prior to the end of each fiscal quarter and end two days after the public release of our quarterly earnings announcement. We also prohibit all of our employees and directors from engaging in buying shares of the Company on margin, short sales, buying or selling puts, calls, options or other derivatives or engaging in hedging transactions in respect of securities of the Company. 

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Shareholders Agreement
On July 11, 2011, we entered into a Shareholders Agreement (the “Shareholders Agreement”) with certain of our pre-IPO shareholders, including John D. Idol. The Shareholders Agreement contains certain registration rights described below which have remained operative since our IPO.
If we propose to register any of our shares under the Securities Act either for our own account or for the account of others, we must give prompt notice to Mr. Idol of our intent to do so and the number and class of shares to be registered, and he will have piggyback registration rights and will be entitled to include any part of his registrable securities in such registration, subject to certain exceptions.

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In addition, if we are eligible to use a shelf registration statement on Form S-3 or Form F-3 in connection with a secondary public offering of our ordinary shares, then, if Mr. Idol, either individually or together as a group with certain other pre-IPO shareholders, holds at least 4% of the ordinary shares that were outstanding as of the date of the Shareholders Agreement, he will be entitled to unlimited demand registrations, subject to certain limitations including, among others, that he must propose to sell registrable securities at an aggregate price to the public (net of any underwriters’ discounts or commissions) of at least $20,000,000. Following the filing of a shelf registration statement on Form S-3 or F-3, the holders of a majority of the registrable securities included therein may initiate a shelf take-down offering, and we must use our reasonable best efforts to effect an amendment or supplement to such shelf registration statement for such offering.
 
The registration rights described above are subject to customary limitations and exceptions, including our right to withdraw or defer a registration in certain circumstances and certain cutbacks by the underwriters if marketing factors require a limitation on the number of shares to be underwritten in a proposed offering.
In connection with the potential registrations described above, we have agreed to indemnify Mr. Idol against certain liabilities. In addition, we will bear all fees, costs and expenses associated with such registrations, excluding underwriting discounts and commissions and similar brokers’ fees, transfer taxes and certain costs of more than one counsel for all of the selling shareholders in an offering.
Other Relationships
We entered into an Aircraft Time Sharing Agreement with John D. Idol on December 12, 2014 relating to such executive’s personal use of the Company-owned aircraft. Pursuant to the Aircraft Time Sharing Agreement, Mr. Idol is permitted to use the Company aircraft with flight crew for personal purposes at no charge to the executive, except that the executive is required to reimburse the Company for the operating expenses of such flights chargeable pursuant to Federal Aviation Regulations. In Fiscal 2020, amounts reimbursed by Mr. Idol to the Company for personal use of the aircraft were less than $120,000. See “Executive Compensation—Summary Compensation Table—All Other Compensation” for the aggregate incremental costs to the Company of Mr. Idol’s personal aircraft use.
 
Related Person Transactions Policies and Procedures
We have adopted a written Related Person Transactions Policy (the “Related Person Policy”), which sets forth our policy with respect to the review, approval and ratification of certain related party transactions by our Audit Committee. In accordance with the Related Person Policy, our Audit Committee has overall responsibility for the implementation of, and compliance with, the Related Person Policy.
For the purposes of the Related Person Policy, a “related party transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and in which any related party (as defined in the Related Person Policy) had, has or will have a direct or indirect material interest. A “related party transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship that has been reviewed and approved by our Board of Directors or our Compensation and Talent Committee.

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The Related Person Policy requires that notice of a proposed related party transaction be provided to our Legal Department prior to entering into such transaction. If our Legal Department determines that such transaction is a related party transaction, the proposed transaction will be submitted to our Audit Committee for consideration at its next meeting. Under the Related Person Policy, our Audit Committee may approve only those related party transactions that are in, or are not inconsistent with, our best interests. In the event that we become aware of a related party transaction that has not been previously reviewed and approved or ratified under the Related Person Policy and that is ongoing or has been completed, the transaction will be submitted to the Audit Committee so that it may determine whether to ratify, rescind or terminate the related party transaction.
The Related Person Policy also provides that our Audit Committee will review certain previously approved or ratified related party transactions that are ongoing to determine whether the related party transaction remains in our best interests and the best interests of our shareholders. Additionally, we also make periodic inquiries of executive officers and directors with respect to any potential related party transaction of which they may be a party or of which they may be aware (including through annual director and officer questionnaires).
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes of the Company and the related internal controls. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. The Company’s independent registered public accounting firm is responsible for auditing the consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with accounting principles generally accepted in the United States, performing reviews of the unaudited quarterly financial statements and auditing and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company’s independent registered public accounting firm.

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During Fiscal 2020, the Audit Committee met and held discussions with management, the internal auditor and the independent registered public accounting firm and met independently as a committee. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee has reviewed and discussed the consolidated financial statements as of and for the fiscal year ended March 28, 2020 with management and the independent registered public accounting firm. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of the Company’s accounting principles, and such other matters as are required to be discussed with the Audit Committee. In addition, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the adequacy and effectiveness of the Company’s financial reporting procedures, disclosure controls and procedures, and internal control over financial reporting, including the respective reports of management and the independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee discussed with the independent registered public accounting firm all matters required to be discussed by the standards established by the Public Company Accounting Oversight Board (United States) as well as the firm’s independence. In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management, internal audit group and independent registered public accounting firm.
In reliance on the reviews and discussions referred to above, and the receipt of the unqualified opinions from Ernst & Young LLP dated July 8, 2020, with respect to the consolidated financial statements of the Company as of and for the fiscal year ended March 28, 2020, and with respect to the effectiveness of the Company’s internal control over financial reporting, the Audit Committee recommended to the Board, and the Board has approved, that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2020, for filing with the U.S. Securities and Exchange Commission.
AUDIT COMMITTEE

Robin Freestone (Chair)
M. William Benedetto
Judy Gibbons
Stephen F. Reitman
Jane Thompson
 
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ending March 27, 2021. EY has served as the Company's independent registered public accounting firm since fiscal 2014. A resolution will be presented to our shareholders at the Annual Meeting to ratify EY's appointment.
Independent Auditor Fees
The fees related to services rendered by EY for Fiscal 2019 and Fiscal 2020 were as follows (in thousands):

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Fiscal 2019 ($)Fiscal 2020 ($)
Audit Fees5,5746,271
Audit-Related Fees557225
Tax Fees201,426
All Other Fees
Audit Fees
Audit fees for Fiscal 2019 and Fiscal 2020 consist of fees related to the integrated audit of the consolidated financial statements of the Company, including quarterly reviews and statutory audits of foreign subsidiaries, accounting consultations and other audit services, including, relating to foreign acquisitions and restructurings. For Fiscal 2019, audit fees included Jimmy Choo’s Sarbanes-Oxley Section 404 and IT implementation and Versace year-end audit and statutory audits, including audit procedures associated with purchase accounting and the opening balance sheet of Versace. For Fiscal 2020, audit fees included Versace's Sarbanes-Oxley Section 404 and statutory audits as well as fees associated with the implementation of the new lease accounting standard (ASC 842 — Leases) and additional costs associated with COVID-19.
Audit-Related Fees
Audit-related fees for Fiscal 2019 consist of fees related to due diligence in connection with the Versace acquisition, and audit-related fees for Fiscal 2020 consist of fees related to due diligence in connection with the acquisition of a footwear factory in Italy.
Tax Fees
Tax fees for Fiscal 2019 consist of fees related to routine tax advisory services, including in connection with the U.S. Tax Cuts and Jobs Act of 2017 (the “Jobs Act”), and tax fees for Fiscal 2020 consist of fees related to tax services in connection with international tax matters, tax supply chain and transfer pricing matters and routine tax advisory services.
All Other Fees
There were no other fees in Fiscal 2019 or Fiscal 2020.
 
Pre-Approval Policies and Procedures
It is the policy of the Audit Committee to pre-approve all services, audit and non-audit, to be provided to the Company by its independent registered public accounting firm. Under the policy, the Audit Committee is generally required to pre-approve the provision by the Company’s independent registered public accounting firm of specific audit, audit-related, tax and other non-audit services, subject to the fee limits established from time to time by the Audit Committee, as being consistent with auditor independence.
All services provided by EY as our independent registered public accounting firm for Fiscal 2019 and Fiscal 2020 were pre-approved by the Audit Committee.
Representatives of EY are expected to be present at the Annual Meeting. They will be given an opportunity to make a statement and will be available to respond to appropriate shareholder questions.

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Vote Required and Board Recommendation
Approval of this proposal requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted, as well as the presence of a quorum representing a majority of all of our outstanding ordinary shares, either in person or by proxy. Ordinary shares that constitute broker non-votes are counted as shares entitled to vote on Proposal No. 2. Abstentions will have the same effect as a vote “AGAINST” this proposal.
Our Board of Directors unanimously recommends a vote “FOR” the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 27, 2021.

PROPOSAL NO. 3
NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
Results of 2019 Shareholder Advisory Vote
On August 1, 2019, at the 2019 annual meeting of shareholders, our say on pay proposal passed with approximately 81.0% of the votes cast in favor of our executive compensation program.
Fiscal 2020 Say on Pay Proposal
We are submitting to our shareholders for approval a non-binding resolution to ratify named executive officer compensation as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. This proposal gives our shareholders the opportunity to vote to approve, on a non-binding advisory basis, our executive pay program and policies through the following resolution:
“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in the proxy statement for the 2020 Annual Meeting of Shareholders.”
Our compensation structure is centered on a pay for performance philosophy, and this pay for performance focus is designed to align the interests of our executives and our shareholders, motivate our executives to achieve our targeted financial and other performance objectives, reward them for their achievements when those objectives are met or exceeded, and to provide for reductions in compensation when results fall below target and no incentive compensation if results do not achieve a threshold level of performance. With these principles in mind, we structure our compensation program as a competitive total pay package, which we believe allows us to attract, retain and motivate executives with the skills and knowledge we require and promote the stability of our management team, which we view as vital to the success of our business.
Our executive compensation program is more fully described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures contained in this proxy statement. We believe our executive compensation programs are structured to best support our Company and our business objectives and that a vote in favor of the compensation of our named executive officers is warranted.

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Vote Required and Board Recommendation
Approval of the above resolution requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted, as well as the presence of a quorum representing a majority of all of our outstanding ordinary shares, either in person or by proxy. The vote is advisory and non-binding in nature, but our Compensation and Talent Committee and our Board will take into account the outcome of the vote when considering future executive compensation arrangements, to the extent they can determine the cause or causes of any significant negative voting results.
Our Board of Directors unanimously recommends a vote “FOR” approval of the advisory resolution on executive compensation. 

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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis explains the Fiscal 2020 compensation program for our Chairman and Chief Executive Officer (CEO), our Chief Financial Officer (CFO) and our three other most highly compensated executive officers (referred to collectively as our “named executive officers” or “NEOs”). It includes a discussion of our compensation objectives and pay-for-performance philosophy, the material elements of compensation earned by, awarded to or paid to our NEOs in Fiscal 2020, and the processes we used in reaching compensation decisions.
For Fiscal 2020, our named executive officers were:
NamePosition
John D. IdolChairman and Chief Executive Officer
Thomas J. Edwards, Jr.Executive Vice President, Chief Financial Officer and Chief Operating Officer
Krista A. McDonoughSenior Vice President, General Counsel & Chief Sustainability Officer
Pascale Meyran(1)
Senior Vice President, Chief Human Resources Officer
Cathy Marie Robinson(2)
Senior Vice President, Chief Operations and Transformation Officer
_________________________________
(1)Ms. Meyran separated from employment with the Company effective September 20, 2019. She continued to provide consulting services to the Company through the end of the fiscal year in order to assist the Company in transitioning the role of Chief Human Resources Officer.
(2)Ms. Robinson’s last day of employment with the Company was March 27, 2020 (the last business day of Fiscal 2020).

Executive Summary

Fiscal 2020 Financial Performance Highlights

Our Fiscal 2020 results, prior to COVID-19, reflected continued progress towards our strategic objectives. We continued to gain traction on our growth initiatives at Versace and Jimmy Choo and were on target to stabilize trends at Michael Kors. In addition, our Fiscal 2020 earnings per share outlook was largely on track with our expectations. Ultimately, the COVID-19 pandemic had a dramatic negative impact overall on our financial results. While our total revenue for Fiscal 2020 grew 6% as compared to the prior year, overall our financial performance did not meet our expectations and a number of our financial targets were below those established by our Compensation and Talent Committee. Selected key financial highlights for Fiscal 2020 include:

Key Financial Measure(1)
Fiscal 2020 as a % of Fiscal 2019
Fiscal 2020 as a % of Target(2)
Revenue106.0%92.5%
Adjusted Earnings Per Share78.3%80.9%
Adjusted Free Cash Flow105.7%114.3%
Adjusted Operating Income84.6%85.4%
__________________
(1) The performance measures used under the Capri Holdings Limited Amended and Restated Omnibus Incentive Plan (the “Incentive Plan”), including the executive cash incentive program (the “Cash Incentive Plan”), which is a component of the Incentive Plan, that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is set forth in Annex B of this proxy statement. The non-GAAP financial results and reconciliations may differ from those disclosed in our Fiscal 2020 and Fiscal 2019 earnings releases as additional operational charges were excluded in accordance with the terms of our Incentive Plan.
(2) Target refers to the target performance hurdle under the Incentive Plan for Fiscal 2020. Revenue was not used as a performance measure under the Incentive Plan. Target revenue refers to Fiscal 2020 revenue guidance provided to investors.




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Fiscal 2020 Pay for Performance Highlights

As a result of our pay for performance philosophy the overall incentive compensation awarded to our NEO’s declined in Fiscal 2020 compared with the prior year and were earned or paid at or below target. These awards reflect our underperformance on a number of key financial metrics, while at the same time, attaining at or above target results for other important financial and operational objectives. The specific payouts for our NEO’s, for each of their short and long-term incentives, was as follows:

Annual Cash IncentivePerformance-Based RSUs
NEO(1)
Fiscal 2020 Payout as % of Target
Actual Payout Increase / Decrease from Prior Year
Fiscal 2019-2020(2) LTIP Earned as % of Target
Actual Payout Increase / Decrease from Prior Year
John D. Idol
100%(3)
(50.0)%126.0%
N/A(4)
Chairman and Chief Executive Officer
Thomas J. Edwards, Jr.
93.3%(5)
(30.0)%126.0%(24.0)%
Executive Vice President, Chief Financial Officer and Chief Operating Officer
Krista A. McDonough
93.3%(5)
(30.0)%126.0%(24.0)%
Senior Vice President, General Counsel and Chief Sustainability Officer
__________________
(1) Excludes Ms. Meyran and Ms. Robinson who were not employed on the last day of Fiscal 2020 and were not eligible for payouts under the Company’s long-term incentive plans for Fiscal 2020.
(2) The Fiscal 2019-2020 performance period is complete. This award is subject to an additional one year vesting requirement (subject to the named executive officer’s continued employment with the Company through the vesting date).
(3) The performance metrics for Mr. Idol under the Cash Incentive Plan for Fiscal 2020 were adjusted earnings per share (weighted 50%) and adjusted free cash flow (weighted 50%).
(4) Mr. Idol does not have any PRSUs with a performance period ending in the prior fiscal year because he did not receive any long-term equity incentive awards in Fiscal 2018.
(5) The performance metrics for Mr. Edwards and Ms. McDonough under the Cash Incentive Plan for Fiscal 2020 were adjusted operating income (weighted 30%), division operating expense goal (weighted 60%) and individual performance goals (weighted 10%).

Given the strong connection made between our financial results and the compensation of our executive officers, the Board recommends that shareholders vote FOR the approval of our non-binding advisory resolution on executive compensation.

CEO Realizable Pay

The below comparison of realizable pay to target pay, based on the grant date opportunity, and total shareholder return (“TSR”) illustrates how performance outcomes have impacted pay over the three-year period ended on March 28, 2020 for our Chairman and CEO, John D. Idol.

During the three-year period ending March 28, 2020, Capri’s TSR was -69.3%. As shown below, Mr. Idol’s realizable pay during the same three-year period was -27.9% below target, and his realizable long-term incentive pay was -72.1% below target. We believe that this relationship demonstrates meaningful alignment of CEO pay with shareholder interests particularly because our share price declined significantly the last month of the fiscal year due to the unprecedented, wide-ranging and severe impact that the COVID-19 pandemic had on the stock market generally and the retail industry more specifically. For example, our average share price was $26.76 for the 90-day period from January through March that coincides with our fourth fiscal quarter. Using this 90-day average, Capri’s three-year TSR would have been -29.7% which closely aligns to the decrease in Mr. Idol’s average realizable pay.

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The graphs below show average target and realizable pay:

realizablepay1.jpg
__________________
“Target Pay” and “Target LTI” reflects what the Compensation and Talent Committee would have expected Mr. Idol to earn if Capri’s financial performance was in line with approved performance objectives and represents the average of salary, target annual incentive, and grant date fair value of long-term incentives (LTI) as reported in the Summary Compensation Table for the fiscal years indicated. “Realizable Pay” and “Realizable LTI” capture the impact of actual results on annual cash incentive plan payouts and performance-based RSU payouts, as well as the impact of changes in the Company’s share price on long-term incentive awards granted during the three-year period ended March 28, 2020, by valuing equity awards based on the most recent fiscal year-end share price of $11.67. Realizable pay reflects the average of salary, actual cash bonus, the market value of RSUs, and the market value of PRSUs awarded for the three-year period. Realizable LTI reflects the average market value of RSUs and PRSUs for the same period. For PRSU awards with completed performance periods, the calculation includes actual shares earned, and for PRSU awards with incomplete performance periods, the calculation includes the target number of shares awarded. Share options granted in Fiscal 2018 have been excluded from the Target LTI and Realizable LTI calculations because they were underwater as of the last day of Fiscal 2020. The amount reported in the above graphs as realizable compensation differs substantially from the amounts reported as total compensation in the Summary Compensation Table and is not a substitute for those numbers. For more information, see the narrative disclosure and footnotes accompanying the Summary Compensation Table included in this proxy statement.

Special Note About Compensation and COVID-19

The COVID-19 pandemic began impacting our business in the fourth quarter of Fiscal 2020 and has significantly impacted our business, financial condition, results of operations and cash flows in fiscal 2021. As a result of the COVID-19 pandemic, and in response to government orders and proactive decisions we have made to protect the health and safety of our employees, consumers and communities, at various points during the course of the pandemic we temporarily closed almost all of our retail stores globally. In addition, we expect that traffic to our retail stores (and the retail operations of department stores and other third-party retailers that sell our products) once they reopen will be adversely affected by the COVID-19 pandemic. Our supply chains have also been negatively impacted by the virus and may experience additional disruptions. In addition, many of our wholesale customers are experiencing liquidity constraints or other financial difficulties, causing a reduction in the amount of merchandise purchased from us and our product licensing partners, an increase in order cancellations and/or the need to extend payment terms. The full extent of the impact of COVID-19 on our business and operating results cannot be predicted with certainty, and will depend largely on the duration and severity of the pandemic and other future events outside of our control.

We have taken a number of compensation and pay related actions to significantly reduce our costs, including reducing overall salaries at various levels throughout the organization by approximately 20%, restructuring our corporate workforce to generate additional payroll savings, furloughing retail field employees in many countries, and applying for government subsidies in Europe. The following additional actions were taken:


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Mr. Idol has voluntarily elected to forego his base salary for fiscal 2021, except for the minimum necessary to cover his benefits and certain other perquisites.

The other named executive officers have agreed to reduce their base salary by 20%.

There will be no merit increases for fiscal 2021.

The Cash Incentive Plan has been suspended for fiscal 2021. The Compensation and Talent Committee may, in its discretion, determine whether any cash bonus payments outside the Cash Incentive Plan are appropriate or warranted depending on actual performance for fiscal 2021.

Equity awards have been granted on schedule in June 2020 but were granted solely in the form of RSUs due to the difficulty in setting performance targets given the uncertainty of the impact of COVID-19 on our business. Mr. Idol’s award was reduced from approximately $7.5 million in the prior fiscal year to $6.0 million (a reduction of 20%). The other NEOs received RSUs with a grant date fair value in line with the prior fiscal year. As these awards were issued in fiscal 2021, further information will be provided in next year’s proxy statement.

Looking Ahead

Prior to suspending the Cash Incentive Plan for fiscal 2021 due to COVID-19, and in order to ensure that our compensation practices continue to be aligned with our pay for performance philosophy as our Company and the operating environment evolve, the Compensation and Talent Committee re-evaluated the appropriateness of the Cash Incentive Plan’s performance metrics and performance scales. In determining appropriate adjustments, the Compensation and Talent Committee considered whether the Cash Incentive Plan’s design was sufficiently motivational for its executives while maintaining rigorous financial goals and objectives without encouraging excessive risk taking. The Compensation and Talent Committee also considered the need to align goals and objectives of the executive team in order to incentivize the management team to work in unison towards financial metrics that drive shareholder value and growth. With this in mind, the Compensation and Talent Committee made the following changes to the cash incentives for its executive officers:

Same performance metrics for Mr. Idol and all other executive officers. Mr. Idol and each of the other executive officers will be measured based on the same financial metrics in order to uniformly encourage our executive officers to drive shareholder value, profitability and increased cash flows for the Company. In addition, executive officers will no longer have the opportunity to earn a portion of the annual cash incentive based on individual performance, further aligning the executive officer’s annual cash incentive with Company performance.

Align goal setting and the performance and payout range with operating budget. In light of the changing retail landscape, our Company’s historical performance, and the other changes made to the Cash Incentive Plan that are described in this section, the Compensation and Talent Committee determined that in future years it will align performance hurdles at threshold, target, and maximum with our Company’s operating budget. While the prior performance objectives were challenging, it was determined that the range of performance potentialities was too narrow. Accordingly, in widening the performance range, we retain our challenging performance target while ensuring that

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maximum payouts would only be obtained for truly exceptional performance. The Compensation and Talent Committee believes that these changes are aligned with market norms, reflect a meaningful increase in the performance range, further manage risk, and will serve to improve alignment between executive’s pay and Company performance.

Interpolate performance. Annual cash incentive payments for all of the executive officers will be interpolated based on the actual level of attainment of the performance metrics. The Compensation and Talent Committee believes it is appropriate to interpolate because it motivates our executive officers to continue striving for incremental achievement of financial targets as even marginal increased performance is rewarded. Further, the Compensation and Talent Committee believes that interpolation is aligned with market norms and ensures that the Cash Incentive Plan remains a competitive employee benefit.

The Compensation and Talent Committee intends to implement these changes to the Cash Incentive Plan when it is reinstated post-fiscal 2021.

Executive Compensation Best Practices and Philosophy
What We DoWhat We Don't Do
üPay for performance
ûNo hedging of company securities
üShare ownership guidelines
ûNo guaranteed salary increases
üDouble trigger vesting
ûNo grants below fair market value
üClawback policy
ûNo repricing without shareholder approval
üReview of share utilization
ûNo equity awards included in severance calculations
üIndependent consultant
ûNo gross-up taxes
üIndependent committee
ûNo excessive executive perquisites

Our executive compensation program reflects our philosophy of compensating our executives, including our named executive officers, in ways that are designed to achieve the following primary goals of:
 
Aligning executives’ interests with those of our shareholders by making a meaningful portion of compensation tied to our financial performance and share price;
Balancing long- and short-term focus so that our executives are incentivized to grow our business but also motivated to think long-term, with a significant portion of compensation in the form of equity awards;
Attracting, retaining and motivating senior management;
Promoting collaborative leadership behavior to maximize the achievement of our financial and strategic goals and objectives; and
Rewarding the unique performance, career histories, contributions and skill sets of each of our executive officers.


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Our primary business objective is to drive sustained increases in shareholder value through ongoing revenue and earnings growth. As such, our compensation structure is centered on a pay for performance philosophy designed to align the interests of our executives with those of our shareholders, motivate our executives to achieve targeted financial and other performance objectives, reward them for their achievements when those objectives are met or exceeded, and likewise, reduce compensation when results fall below expectations. With these principles in mind, we structure our compensation program as a competitive total pay package to attract, retain and motivate executives with the skills and knowledge required for the success of our business. We compare our executive compensation to a group of selected competitors (as discussed below); however, in setting our named executive officer compensation levels, we do not target any specific market percentile at our selected competitors because our Compensation and Talent Committee believes that compensation of the named executive officers should reflect the overall financial performance of our Company. To that end, a significant portion of our named executive officers’ compensation is at-risk and provided in the form of variable or performance-based compensation. We believe this is appropriate given our named executive officers’ abilities to influence our overall performance and execute our key growth strategies.

Fiscal 2020 Executive Compensation Program Overview

Elements of Compensation

Our executive compensation program is comprised of both fixed and variable (performance-based) elements, with a significant emphasis placed on performance-based compensation. The four principal elements of Fiscal 2020 compensation for our NEOs were:
1.Base Salary — provides a stable level of fixed compensation commensurate with the executive’s role, experience and duties.
2.Annual Cash Incentive Awards — designed to encourage our NEOs to achieve or exceed pre-established, objective annual Company and/or divisional and individual performance goals.
3.Time-Based Restricted Share Units (RSUs) — directly aligns the long-term interests of the NEOs with those of our shareholders because the value of the RSUs is based on our share price.
4.Performance-Based RSUs — provides our NEOs with an opportunity to earn equity if predetermined and objective long-term performance goals are attained or exceeded.
Fiscal 2020 Compensation Decisions
Fiscal 2020 Base Salary
We believe competitive base salaries are necessary to attract and retain qualified, high-performing executives. On an annual basis, or as the circumstances otherwise require, the Compensation and Talent Committee considers whether any increase in base salary is warranted with respect to each of the named executive officers based on such executive’s responsibilities, performance, experience, expected future contributions and the base salary of similarly situated executives at our selected competitors.


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None of our named executive officers received an increase in base salary in Fiscal 2020, except for Cathy Marie Robinson who received a base salary increase of $50,000 for assuming additional responsibilities in connection with our planned ERP implementation. Ms. Robinson’s last day of employment with the Company was March 27, 2020 (the last business day of Fiscal 2020).

As of the last day of Fiscal 2020, the base salaries of our named executive officers were as follows:
Named Executive Officer
Base Salary ($)
% Increase from Prior Year
John D. Idol1,350,0000%
Thomas J. Edwards, Jr.800,0000%
Krista A. McDonough500,0000%
Pascale Meyran(1)
N/A
Cathy Marie Robinson550,00010%
__________________
(1) Ms. Meyran was not employed by the Company on the last day of Fiscal 2020. As of September 20, 2019, Ms. Meyran’s last day of employment
with the Company, her base salary was $500,000 (same as the prior fiscal year).
Fiscal 2020 Performance-Based Compensation
Fiscal 2020 Annual Cash Incentive
NEOs are eligible to earn annual cash incentive awards that are variable, at-risk and based on the achievement of specific and measurable short-term performance goals. Tying a portion of total compensation to annual financial performance permits us to adjust the performance measures each year to reflect changing objectives and those that may be of special importance for a particular year.
Fiscal 2020 Annual Cash Incentive Payouts
Annual cash incentive targets and maximum cash incentive opportunities for each named executive officer are fixed percentages of such named executive officer’s base salary. Under the Cash Incentive Plan, NEOs can earn a cash incentive based on the achievement of the performance goal at threshold, target or maximum. The table below sets forth the threshold, target and maximum annual cash incentive opportunity (in dollars and as a percentage of base salary), and the actual Fiscal 2020 cash incentive payout earned by each of our NEOs pursuant to the Cash Incentive Plan:
Named Executive OfficerThreshold
Cash Incentive (% of Base Salary)
Threshold
Cash Incentive ($)
Target
Cash Incentive (% of Base Salary)
Target
Cash Incentive ($)
Maximum 
Cash Incentive (% of Base Salary)
Maximum
Cash Incentive ($)
Actual  Fiscal
2020 Cash Incentive ($)
Actual  Fiscal
2020 Cash Incentive (as a % of Target Cash)
John D. Idol1001,350,0002002,700,0004005,400,0002,700,000100.0%
Thomas J. Edwards, Jr.50400,00075600,000100800,000560,00093.3%
Krista A. McDonough25125,00037.5187,50050250,000175,00093.3%
Pascale Meyran(1)
25125,00037.5187,50050250,000N/A
Cathy Marie Robinson(1)
25137,50037.5206,25050275,000N/A
__________________
(1) Ms. Meyran was not employed by the Company on the last day of Fiscal 2020 and Ms. Robinson’s last day of employment with the Company was
on the last business day of Fiscal 2020. Accordingly, neither was eligible for an annual cash incentive pursuant to the Cash Incentive Plan.


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CEO Fiscal 2020 Annual Cash Incentive Targets and Payout
For Fiscal 2020, the performance targets under the Cash Incentive Plan for John D. Idol was adjusted earnings per share (EPS) and adjusted free cash flow (with each weighted at 50%). The Compensation and Talent Committee believes that adjusted EPS and adjusted free cash flow are appropriate metrics for Mr. Idol, who is our Chairman and CEO, because these metrics are comprehensive indicators of the Companys overall profitability and cash flows and are aligned with the interests of our shareholders. Target levels for Mr. Idol were established at the beginning of Fiscal 2020 prior to the COVID-19 pandemic and were set at or above the prior year’s performance. Threshold, target and maximum performance hurdles and actual levels of achievement and payout for Mr. Idol for Fiscal 2020 were as follows:
Fiscal 2020 Performance Hurdles
WeightThresholdTargetMaximumActual% of Target Hurdle AttainedPayout as % of Target Cash Opportunity
Adjusted EPS Goal(1)
50%$4.67$4.81$4.95$3.8980.9%0%
Adjusted Free Cash Flow Goal(1)
50%$496.0$545.0$600.0$623.0114.3%200%
Total Payout as % of Target Cash100%
__________________
(1) Adjusted in accordance with the terms of the Incentive Plan. Adjusted metrics under the Incentive Plan may differ from as reported adjusted
financial metrics disclosed in our public filings. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is set forth in Annex B to this proxy statement.

Accordingly, since the threshold adjusted EPS goal for Mr. Idol was not attained but the adjusted free cash flow goal was attained above the maximum performance level, Mr. Idol earned an amount equal to 100.0% of his target annual cash incentive opportunity (in dollars) for Fiscal 2020.

Other NEOs Fiscal 2020 Annual Cash Incentive Targets and Payout

The Fiscal 2020 Cash Incentive Plan metrics, organizational level of measure, and the weighting and objective for each, for Mr. Edwards and Ms. McDonough, were established as follows:
OrganizationMetricWeightObjective
CapriAdjusted Operating Income30%
Manage corporate capital expenditures
Division
Division Operating Expense (“DOE”) Goal
60%
Ensure budget compliance
Manage expenses
IndividualOperational and Strategic Objectives10%
Drive individual contributions to strategic plan

Neither Ms. Meyran nor Ms. Robinson were eligible for annual cash incentives pursuant to the Cash Incentive Plan for Fiscal 2020.

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The target adjusted operating income goal for Fiscal 2020 was set below actual adjusted operating income for Fiscal 2019 because Fiscal 2020 was intended to be an investment year for our Company as part of our conversion to a global fashion luxury group causing us to plan for a reduction in operating income as part of our annual internal operating budget. We believe that the Fiscal 2020 adjusted operating income performance target was nonetheless rigorous, without encouraging excessive risk taking, because the target was aligned with our long-term strategy and external guidance; attainment of the overall Capri corporate performance target at varying levels represents only 30% of the executive’s total annual cash incentive opportunity; and annual cash incentive payouts are capped at a percentage of the executive’s base salary.
In addition, Mr. Edwards and Ms. McDonough are each part of a division that constitutes a cost center. For Fiscal 2020, the performance metric for the divisional component (weighted 60%) was based on the executive’s DOE Goal, which is set at the beginning of the fiscal year in connection with the setting of our overall internal annual operating budget, and executive’s level of savings versus his / her divisional DOE Goal. We specifically chose this metric because managing costs is a key component of our Company’s success and these are directly in the control of each of these executives.
Finally, for Fiscal 2020, executive’s individual performance (weighted 10%) against strategic, operational and leadership goals that were linked to the Company’s strategic priorities and tailored to the executive’s responsibilities was factored into each of Mr. Edwards and Ms. McDonough’s annual cash incentive opportunity for the fiscal year.

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The performance hurdles and resulting performance for each metric and payout are outlined below:
Fiscal 2020 Performance Hurdles
Fiscal 2020 Adjusted Results(1)
Payout as a % of Maximum HurdlePayout as % of Target Cash Opportunity
ThresholdTargetMaximum
Thomas J. Edwards, Jr.
Capri Adjusted Operating Income$859.1 million$884.2 million$910.7 million$755.4 million0%0%
Divisional Savings v. DOE GoalDOE GoalDOE Goal - 3 to 5.99%DOE Goal - 6% or more(15.7)%100%80%
Individual Performance(2)
ü100%13.3%
Krista A. McDonough
Capri Adjusted Operating Income$859.1 million$884.2 million$910.7 million$755.4 million0%0%
Divisional Savings v. DOE GoalDOE GoalDOE Goal - 3 to 5.99%DOE Goal - 6% or more(19.8)%100%80%
Individual Performance(3)
ü100%13.3%
__________________
(1) Adjusted in accordance with the terms of the Incentive Plan. Adjusted metrics under the Incentive Plan may differ from as reported adjusted
financial metrics disclosed in our public filings. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is set forth in Annex B to this proxy statement.
(2) For Mr. Edwards, reflects individual performance awarded at the maximum level for his exceptional individual contributions in the areas of strategic
planning, leadership and effective team management and for attainment of specific objectives in support of key financial, operational and IT initiatives within the organization.
(3) For Ms. McDonough, reflects individual performance awarded at the maximum level for her exceptional individual contributions in the areas of strategic planning, leadership and effective team management and for attainment of specific objectives in support of key legal, risk management, compliance and sustainability initiatives within the organization.
When we consider the performance achievement for each of the above measures and its respective waiting in determining each of Mr. Edwards and Ms. McDonough’s annual cash incentive award, each of Mr. Edwards and Ms. McDonough earned an amount equal to 93.3% of their respective target annual cash incentive opportunity (in dollars) for Fiscal 2020.
Fiscal 2020 Long-Term Equity Incentive Compensation
Long-term equity incentive grants typically occur annually as one of the major elements of compensation of our executive officers. Equity incentive awards are “at risk” and subject to ongoing vesting conditions as further discussed below. We believe that long-term equity incentive awards are an important component of our executive compensation program because share-based compensation aligns the interests of our executives with the interests of our shareholders, rewards our executives to the extent our share price increases, balances our short-term cash components of compensation, fosters a long-term commitment to us and aids in the retention of senior executives in an industry in which the market for talent is highly competitive.
In Fiscal 2020, our long-term equity incentive awards were comprised 50% of time-based RSUs and 50% of PRSUs. The Compensation and Talent Committee believes the mix of long-term equity incentive awards is appropriate because the value of the RSUs is tied to our share price, RSUs assist in our ability to retain key executives in a highly competitive market for talent, and we remain focused on the attainment of our long-term growth plan through the multi-year performance goals for PRSUs which aligns the interests of our executives with our shareholders.

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Time-Based RSUs
RSUs granted under the Incentive Plan, unless otherwise provided in an award agreement, typically become vested and exercisable with respect to 25% of the ordinary shares underlying the RSUs on each of the first four anniversaries of the date that the RSU is granted, so long as the participant continues to be employed by or provides services to us on the relevant vesting date, unless the employee is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan. In addition, the vesting of certain RSUs granted to John D. Idol are subject to satisfaction of a minimum performance target that requires that the Company’s EBITDA equal at least $250.0 million for the Company’s most recently completed fiscal year ending immediately prior to the first vesting date.
Performance-Based RSUs
PRSUs will generally vest after three years only upon achievement of pre-established two-year cumulative performance goals, subject to the executive’s continued employment through the vesting date, unless the executive is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan. The Compensation and Talent Committee believes that a two-year performance period with an additional one-year vesting (three-year total vest) is appropriate for these awards because it allows for multi-year goals while reducing the impact of non-controllable events on the goal setting process. The Compensation and Talent Committee discussed converting the PRSUs to a three-year measurement period but it determined that market volatility, and our evolving strategy of becoming a global fashion luxury group, left too much uncertainty to allow us to determine the three-year performance hurdles in a manner that would have continued to be motivational and retentive.
The performance targets for each measure are set by the Compensation and Talent Committee in alignment with the Company’s long-term strategic plan, are intended to drive our strategy, and are sufficiently challenging without requiring or encouraging excessive risk-taking by our executives. The threshold and maximum performance goals and payout levels establish a meaningful baseline and demanding maximum performance standard designed to reward executives appropriately for varying levels of performance. Performance targets for the PRSUs that were granted in Fiscal 2020 were established at the beginning of the fiscal year and prior to the COVID-19 pandemic.
The number of ordinary shares earned with respect to such PRSUs will range from 0-150% of the shares originally subject to the award, depending on the level of actual achievement. To the extent the applicable performance metric for the Company during the performance period exceeds the threshold level but is less than the target or maximum, the percentage of PRSUs that will become vested will be calculated using straight-line interpolation (rounded to the nearest whole percentage), as determined by the Compensation and Talent Committee in its sole discretion. To the extent that threshold is not attained with respect to the applicable performance target, no PRSUs will be earned or become vested and instead will be automatically forfeited.

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The PRSUs granted in June 2019 (our Fiscal 2020) will vest in June 2022 based 50% on the level of attainment of a cumulative average adjusted operating margin rate financial metric and 50% on the level of attainment of a cumulative adjusted cash flow from operations financial metric for the two year period commencing on the first day of Fiscal 2020 and ending on the last day of Fiscal 2021. The Compensation and Talent Committee believes that adjusted operating margin rate is an appropriate measure of Company performance since it is a measure of profitability, and that adjusted cash flow from operations is an appropriate measure of Company performance because it is a comprehensive indicator of the amount of cash that the Company generates, including the effects of our strategic and capital plans. Both metrics are aligned with measures often used by the investment community.
The performance level and performance goal for the PRSUs granted in Fiscal 2020 are set forth below:
Performance Level
Cumulative Average Adjusted Operating Margin Rate for the Performance Period (Weighted 50%)
(%)
Cumulative Adjusted Cash Flow from Operations for the Performance Period (Weighted 50%)
(in thousands)
% of PRSUs That
Will Become
Vested On the
Vesting Date
Threshold14.60$1,636,00050%
Target15.00$1,818,000100%
Maximum15.40$2,000,000150%

Long-Term Equity Incentive Awards to NEOs

The target, or grant date fair value, of the long-term equity incentive awards that each of our NEOs is eligible to receive in June of each year is based on the executive’s individual performance and contributions in the prior year. For example, the target awards disclosed as grants in Fiscal 2020 (which is the subject of this Compensation Discussion and Analysis) were determined based on each executive’s performance and contributions in our Fiscal 2019. Over the years, each NEO’s target award has varied noticeably, based on their prior year individual performance. Furthermore, one-half of the long-term equity incentive award consists of PRSUs that vest contingent on future performance. Accordingly, there is a performance requirement both to receive a grant of PRSUs, and a performance requirement for the grant of PRSUs to vest.

For purposes of the long-term equity incentive awards granted in June 2019 (our Fiscal 2020) as a reward for executive’s individual performance and contributions in Fiscal 2019, the Compensation and Talent Committee awarded long-term equity incentive awards to our NEOs as follows:


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Named Executive OfficerRestricted
Share Units(#)
Performance-
Based
Restricted
Share Units(1)(#)
Est. LTI Value($)(2)
John D. Idol110,750110,7507,500,000
Thomas J. Edwards, Jr.22,15022,1501,500,000
Krista A. McDonough14,76714,7671,000,000
Pascale Meyran7,3837,383500,000
Cathy Marie Robinson32,48714,7671,600,000
_________________________________________
(1)The PRSUs will vest after three years in June 2022 based on achievement of pre-established cumulative performance goals for the applicable two-year performance period (March 31, 2019 to March 27, 2021), subject to the named executive officer’s continued employment with the Company through the vesting date, unless the executive officer is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan. Each PRSU represents a contingent right to receive one ordinary share of the Company. The value of the ordinary shares earned with respect to such PRSUs will range from 0-150% of the value of the shares originally subject to the award, depending on actual achievement. The number of units in this column assumes performance-based restricted share units vest at target.
(2)Reflects estimated long-term equity incentive value. See “Executive Compensation—Summary Compensation Table” for the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions).

Since the Compensation and Talent Committee grants long-term equity incentive awards to each NEO based on prior year performance, we believe that the awards granted to our NEOs in June 2020 (our Fiscal 2021) based on the executive’s performance in Fiscal 2020 is a more accurate indicator of the actual long-term incentive grant value for each NEO in Fiscal 2020 as it takes into account the level of attainment of the executive’s objective and subjective performance goals for the fiscal year to which this proxy statement applies. The Compensation and Talent Committee determined that all NEOs employed by us on the date of grant in June 2020 (our Fiscal 2021) earned a grant of long-term incentive awards with the below grant date fair values:

Named Executive Officer
LTI Grant Date Fair Value (Est. $)(1)
John D. Idol6,000,000
Thomas J. Edwards, Jr. 1,500,000
Krista A. McDonough1,000,000
________________
(1) Reflects estimated grant date fair value rounded to the nearest whole number. Because SEC disclosure rules require that we only include the grant date fair value of share-based long-term equity incentive awards actually granted in the applicable fiscal year, our long-term equity incentive awards made in Fiscal 2021 in respect of Fiscal 2020 performance as set forth in the table above are not shown in the Fiscal 2020 line in the Summary Compensation Table (but will appear in the Fiscal 2021 line in next year’s Summary Compensation Table for the NEOs). Accordingly, the grant date fair value reflected in the table above may differ substantially from the amounts determined under SEC rules and reported in the Summary Compensation Table for Fiscal 2020. The long-term equity incentive value for the NEOs in this section is not a substitute for the amount as reported in the Summary Compensation Table. For more information, see the narrative disclosure and footnotes accompanying the Summary Compensation Table included in this proxy statement.

Mr. Idol received a grant of long-term incentive awards with a grant date fair value below the prior year grant because certain objective financial criteria for Fiscal 2020 was not attained. Nonetheless, the Compensation and Talent Committee believed it was necessary and appropriate to award equity to Mr. Idol as he did meet or exceed a number of other objective performance goals and the Compensation and Talent Committee believes that granting long-term incentive awards to Mr. Idol provides an effective and valuable tool to retain Mr. Idol given his importance to the execution of our business strategy and in light of Mr. Idol’s decision to forego his base salary due to the impact of COVID-19.


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PRSU Targets and Payout for Completed Measurement Periods
The Compensation and Talent Committee granted PRSUs in June 2018 to the named executive officers that will vest after three years in June 2021, subject to achievement of pre-established performance goals for the two-year performance period commencing on April 1, 2018 (the first day of Fiscal 2019) and continuing through March 28, 2020 (the last day of Fiscal 2020), subject to the executive officer’s continued employment with the Company through the June 2021 vesting date, unless the executive officer is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan. The PRSUs will vest 50% on the level of attainment of a cumulative average adjusted operating margin rate financial metric and 50% on the level of attainment of a cumulative adjusted cash flow from operations financial metric.
The performance level, performance goal and percentage of PRSUs that will vest in June 2021 for the performance period completed as of the end of Fiscal 2020 are set forth below:
Performance Level
Cumulative Average Adjusted Operating Margin Rate for the Performance Period (Weighted 50%)
(%)
Cumulative Adjusted Cash Flow from Operations for the Performance Period (Weighted 50%)
(in thousands)
% of PRSUs That
Will Become
Vested On the
Vesting Date
Threshold15.65$1,531,00050%
Target16.15$1,685,000100%
Maximum16.65$1,854,000150%
Actual16.67$1,693,105126%

The Compensation and Talent Committee determined that the PRSUs granted in June 2018 were earned at 126.0% as of the end of Fiscal 2020 because the actual cumulative average adjusted operating margin rate for the performance period was approximately 16.67% (exceeding the maximum performance goal) and actual cumulative adjusted cash flow from operations was approximately $1.693 billion, representing 103.2% and 100.5%, respectively, of the applicable target performance goals.

Fiscal 2020 Annual Total Direct Compensation Mix
In Fiscal 2020, we continued to align executive compensation with the Company’s performance, with incentive-based compensation representing a significant portion of our executive compensation. Set forth below is the 2020 annual total direct compensation mix for our NEOs. These charts represent actual pay mix for Fiscal 2020 in the manner in which the Compensation and Talent Committee actually attributes compensation to the named executive officers and may differ from the amounts set forth in the Summary Compensation Table. These charts exclude one-time special compensation and the compensation of any NEO not employed on the date the Annual Cash Incentive for Fiscal 2020 was paid.

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paymixpiechart1.jpg
Establishing and Evaluating Executive Compensation
Market Data
One factor considered by the Compensation and Talent Committee and management in setting total compensation levels for our named executive officers is market data. Our Compensation and Talent Committee, on behalf of our Board and with the assistance of Willis Towers Watson, reviews compensation levels at select competitor companies of similar size and stage of development operating in the retail accessories and/or apparel and other related industries to better assess the range of compensation needed to attract, retain and motivate executive talent in our highly competitive industry and to inform and guide compensation decisions.
The Compensation and Talent Committee reviewed the compensation levels and structure with respect to all direct pay elements, including salary, cash incentives and long-term equity incentives, at the following 17 companies with similar characteristics to us: namely, retail accessories and/or apparel companies, with one or more strong consumer brands, and comparable size (based on revenue, net income and market capitalization):
Abercrombie & Fitch Co.Hanesbrands Inc.Tapestry, Inc.
American Eagle Outfitters, Inc.L Brands, Inc.Tiffany & Co.
ascena Retail Group Inc.Levi Strauss & Co. Under Armour, Inc.
Burberry Grouplululemon athletic inc.Urban Outfitters Inc.
Columbia Sportswear CompanyPVH Corp.VF Corporation
Footlocker Inc.Ralph Lauren Corporation
Compensation and Talent Committee Process
Considerations When Setting Executive Compensation
In connection with recommending and setting appropriate compensation levels for our NEOs, our Compensation and Talent Committee bases its decisions on a number of factors, including:

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individual executive performance evaluations
expected future contributions
experience, nature and scope of responsibility
market data at selected competitors
terms of executive officer employment agreements
Company performance, business unit performance, strategic goals and objectives
retention considerations
overall compensation philosophy

At the beginning of each fiscal year, we engage in a thorough process to develop an internal annual operating budget. In setting our operating budget, we consider our prior fiscal year actual results and, based on such results, project anticipated revenues and expenses for the fiscal year, taking into account known strategic and operational initiatives, as well as general industry trends that could impact the business positively or negatively. Our internal operating budget is directly related to the guidance that we provide to investors at the beginning of the fiscal year. The Compensation and Talent Committee approves performance targets for annual cash incentives under the Cash Incentive Plan based on our projected financial performance as set forth in our internal annual operating budget.  
Upon the completion of the fiscal year, the Compensation and Talent Committee determines the extent, if at all, to which financial performance has been achieved against the pre-established targets and the degree of achievement, based on our final audited financial statements for such fiscal year, and, based on the degree of achievement, recommends that the Board approve annual cash incentives to our executive officers at the corresponding levels. Based upon such recommendation, the Board then approves the annual cash incentives for each of the named executive officers. The Compensation and Talent Committee has the authority to make adjustments to the financial performance goals to omit, among other things, the effect of unbudgeted extraordinary items (including increased expenditures resulting from unanticipated strategic events or due to revenues in excess of budget), unusual or infrequently occurring events and transactions (such as acquisitions), and cumulative effects of changes in accounting principles. This ensures that our executives will not be unduly influenced in their decision-making because they would neither benefit nor be penalized as a result of certain unexpected and uncontrollable or strategic events that may positively or negatively affect the performance metrics in the short-term. As a result, adjusted metrics under the Incentive Plan may differ from as reported adjusted financial metrics disclosed in our public filings.
Role of Compensation and Talent Committee and Management
The Compensation and Talent Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives and determining and approving our Chief Executive Officer’s compensation level based on this evaluation. With respect to the compensation of our other NEOs, the Compensation and Talent Committee reviews such executive officers’ compensation levels and makes recommendations to the full Board for approval. Mr. Idol also makes recommendations to the Compensation and Talent Committee with respect to the compensation levels of such named executive officers.
Role of Independent Compensation Consultant
In Fiscal 2020, the Compensation and Talent Committee engaged Willis Towers Watson as its independent compensation consultant. Willis Towers Watson provides the Compensation and

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Talent Committee with market data on executive compensation levels and practices at our selected competitors, advises the Compensation and Talent Committee on trends and best practices in the areas of executive compensation and governance, assists the Compensation and Talent Committee in its review and evaluation of our compensation policies and practices, reviews our compensation discussion and analysis, and also provides independent advice to our Compensation and Talent Committee on director compensation. Willis Towers Watson is prohibited from providing other services to the Company or our management, except at the direction of the Compensation and Talent Committee. For Fiscal 2020, and with the approval of the Compensation and Talent Committee, Willis Towers Watson provided risk and insurance brokering services to the Company with total fees of $346,675. The Compensation and Talent Committee has determined that its executive compensation consulting team at Willis Towers Watson is independent and that no conflicts exist. The Compensation and Talent Committee has the sole authority to retain or terminate advisers to the Compensation and Talent Committee that assist in the evaluation of the compensation of our named executive officers and our directors.
Other Compensation Program Features
Employee Benefits and Executive Perquisites
We provide our named executive officers with other compensation and benefits that we believe are reasonable, competitive and consistent with our overall executive compensation philosophy and objectives. Our named executive officers generally participate in the same benefit plans that eligible full-time employees in the United States participate in such as medical, dental and vision plans, life insurance, short and long-term disability coverage and matching contributions to a 401(k) plan, and are eligible for paid vacation and a merchandise discount on our products.
We also provide certain limited additional perquisites to John D. Idol pursuant to the terms of his employment agreement. The costs of these benefits constitute only a small percentage of Mr. Idol's total compensation. We believe that these benefits generally allow Mr. Idol to work more efficiently and facilitate the performance of his duties. Pursuant to our employment agreement with Mr. Idol, we pay the premiums, up to a maximum of $50,000 per annum in the aggregate, for Mr. Idol’s approximately $5.0 million whole life insurance and $500,000 term life insurance policy. We also provide the use of an automobile and a driver to Mr. Idol and permit him to use the corporate aircraft for personal purposes in accordance with his aircraft time sharing agreements. These payments are not grossed up for taxes.
See “All Other Compensation” in the Summary Compensation Table and related footnotes for a discussion of all perquisites and other personal benefits provided to our named executive officers in Fiscal 2020.
Non-Qualified Deferred Compensation Plan
We also adopted the Capri Holdings Limited Deferred Compensation Plan (the “Deferred Compensation Plan”) which allows a select group of management or highly compensated employees of the Company and its participating subsidiaries, including our NEOs, to defer up to 75% of their base salary and up to 100% of their annual cash incentive to a future distribution date or event. Participant deferrals of cash compensation are 100% vested at all times. Deferrals of vesting awards will become vested in accordance with the provisions of the underlying award. The Deferred Compensation Plan also allows for discretionary contributions by the Company, in the Company’s sole discretion, which will vest according to the vesting schedule established by the

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Company. A participant may elect to receive or begin receiving his or her deferred compensation and earnings thereon on a fixed date or following separation from service, in each case either in a lump sum or in annual installments, as provided in the Deferred Compensation Plan and elected by the participant. Pursuant to the terms of the Deferred Compensation Plan, payments may be accelerated in certain circumstances, including death of the participant, unforeseeable emergency, and at the election of the Company’s Compensation and Talent Committee, to the extent permitted under applicable treasury regulations. The Company has caused to be established a trust to assist the Company with its obligations under the Deferred Compensation Plan. From time to time, the Company may cause contributions to be made to the trust, which, along with any earnings on such amounts, may be available to pay the Deferred Compensation Plan benefits. Participants do not have an ownership interest in the investment options, the trust assets or in any specific assets of the Company. The Deferred Compensation Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and is administered by the Company’s Compensation and Talent Committee or its delegate. The Company may amend or terminate the Deferred Compensation Plan at any time in accordance with its terms. Contributions, withdrawals and distributions, earnings (losses) and account balances for the Deferred Compensation Plan are detailed in the “Fiscal 2020 Non-Qualified Deferred Compensation Table.”
Severance Protection and Change of Control Benefits
We have employment agreements with each of our named executive officers which specify the terms of employment including certain compensation levels and certain severance benefits. These employment agreements were designed to attract and retain the services of these particular executives and to assure us of each such executive’s continued employment. We believe the severance benefits provided, which are the result of negotiations between the parties, are commercially reasonable and typical of the rights afforded to similarly situated executives in other companies of similar size operating in the retail accessories and/or apparel industry.
In addition, all of the long-term equity incentive awards granted to our named executive officers pursuant to our Incentive Plan will be subject to accelerated vesting upon certain terminations of employment occurring within 24 months following a change in control. No named executive officer has any right to receive a tax gross up for any “golden parachute” excise tax imposed under the Code.
For a description of the severance protections contained in each named executive officers’ employment agreement, and the estimated amounts payable to each NEO in the event of termination or a change in control, including details regarding the effect of termination and change in control on outstanding equity awards, see “Executive Compensation—Potential Payments Upon Termination of Employment or Change in Control—Treatment of Long-Term Equity Incentives Upon Termination or Change in Control.”
Clawback Policy and Recovery of Equity-Based and Cash Awards
We have a clawback policy that applies to annual cash incentive compensation earned by, and performance-based long-term incentives awarded to, certain covered employees, including our NEOs. Under our clawback policy, in the event that we determine that our financial results must be restated to correct an accounting error due to material noncompliance with any financial reporting requirements under U.S. securities laws within three years from the first issuance of such financial results, any mistake in calculations or any other administrative error, we may recover all or part of

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any annual cash incentive compensation awarded or paid to these employees and we may cancel and require the executive to promptly repay any excess value received pursuant to a performance-based long-term incentive award to the Company. The employment agreement entered into between us and Mr. Idol also provides for a clawback of all or part of any annual cash incentive compensation paid or awarded to him in the event of a restatement due to material non-compliance with financial reporting requirements. See “Executive Compensation—Employment Agreements with Our Named Executive Officers” below.
Our long-term incentive award agreements provide that all vested share-based awards will be forfeited automatically under the Incentive Plan upon a breach by executive of any of the post-employment covenants such as any non-competition, employee or customer non-solicitation or non-disclosure obligations to which her or she is subject. The executive would be required to forfeit or repay any compensation previously received on exercise or settlement of the award in connection with any such breach. We view this recovery of awards feature as a necessary element of our long-term equity incentive program as it deters competitive activities that would likely cause significant harm to our business.
Certain Tax and Accounting Matters
In designing our compensation and benefits programs, the Compensation and Talent Committee reviews and considers the tax treatment of amounts awarded or paid to our executives to ensure that such amounts qualify as tax deductible to the Company for federal income tax purposes whenever possible, to the extent consistent with our overall compensation goals. As a result of amendments to Section 162(m) of the Code as part of the Tax Cuts and Jobs Acts of 2017, we are generally no longer able to take a deduction for any compensation paid to our current or former NEOs in excess of $1.0 million (subject to transition relief for certain performance-based compensation awarded or paid pursuant to a written agreement that was in effect on November 2, 2017).
Other provisions of the Code can also affect compensation decisions. Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes a 20% additional tax and an interest penalty on the recipient of deferred compensation that does not comply with Section 409A. The Compensation and Talent Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to our executives and intends to structure any non-qualified deferred compensation plans or arrangements (including the Deferred Compensation Plan) to be exempt from or to comply with the requirements of Section 409A.
We believe it is important that our Compensation and Talent Committee retains flexibility and authority to adjust compensation as needed to address particular circumstances, or unexpected, unusual or non-recurring events, and to attract and retain key executive talent, even if this results in the payment of non-deductible compensation. Accordingly, our Compensation and Talent Committee may recommend payments that are not fully deductible if, in its judgment, such payments are necessary to achieve our compensation objectives and are in the best interests of the Company and its shareholders.
In addition, each element of the compensation paid to our executives is expensed in our financial statements as required by U.S. GAAP. The financial statement impact of various compensation awards is an important factor that the Compensation and Talent Committee considers in determining the amount, form and design of each pay component for our executives.

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Share Ownership Guidelines
We believe that it is important for our executive officers to have a meaningful ownership stake in our Company in order to further align their financial interests with those of our shareholders and to encourage the creation of long-term growth for our Company. The share ownership guidelines applicable to our named executive officers for Fiscal 2020 were as follows:
Position  Minimum Ownership Guidelines
(Dollar Value of Shares)
Meets Guidelines
Chief Executive Officer  5x Base Salary
ü
Executive Vice President, Chief Financial Officer and Chief Operating Officer  3x Base Salary
ü
Senior Vice President, General Counsel and Chief Sustainability Officer  2x Base Salaryü
Senior Vice President, Chief Human Resources Officer  2x Base Salary
(1)
Senior Vice President, Chief Operations and Transformation Officer
  2x Base Salary
(1)
________________________________
(1) Not employed on the last day of Fiscal 2020.
Newly appointed executive officers have five years from their date of hire to accumulate the required share ownership level. We measure compliance with these share ownership guidelines annually based on share ownership as of the first day of the fiscal year using the average share price for the preceding fiscal year. Vested and unvested time-based restricted shares and RSUs, exercisable options whose strike price is greater than the Company’s share price as of the measurement date together with other shares owned in private investment or savings plan accounts are counted for purposes of determining compliance with the guidelines. If an executive is not in compliance with the share ownership guidelines, he or she is expected to hold 50% of their after-tax shares as they vest until compliance is attained. For a description of the share ownership guidelines applicable to our non-employee directors, see “Director Compensation—Director Share Ownership Guidelines.”

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COMPENSATION AND TALENT COMMITTEE RISK ASSESSMENT
Management periodically reviews with the Compensation and Talent Committee our compensation policies and practices and evaluates the degree to which the various design elements of our compensation program encourage excessive or inappropriate risk-taking, including by our named executive officers. We believe that the various elements of our compensation program discourage imprudent risk taking and are aligned with our strategy and objectives. As a result of its review and evaluation of our Fiscal 2020 compensation program, the Compensation and Talent Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.
The factors evaluated by management and the Compensation and Talent Committee included:
the overall mix of pay between base salary, short-term and long-term incentives;
the variety of performance metrics used in our performance-based incentive compensation plans;
the range of performance required to earn a payout under performance-based compensation and capped payouts under our Incentive Plan;
the timing of incentive payouts and the vesting schedules and vesting conditions under our Incentive Plan;
our incentive compensation clawback policy;
the balance between the use of time-based and performance-based equity incentives;
share ownership guidelines for our non-employee directors and our executives;
our policy against buying Company shares on margin or engaging in any hedging transactions;
our rigorous management performance evaluation process with an emphasis on core competencies and leadership capabilities;
our leadership and culture that values long-term value creation for our shareholders and strong financial performance; and
its certification of all performance results, approval of all performance payouts, and ability to apply discretion as appropriate.
When we are developing new compensation programs or modifying existing programs and selecting performance measures for annual and long-term incentives, management and the Compensation and Talent Committee consider the associated risks when making its decisions.

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COMPENSATION AND TALENT COMMITTEE REPORT
The Compensation and Talent Committee reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussion, the Compensation and Talent Committee recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in the proxy statement for the 2020 Annual Meeting of Shareholders and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 28, 2020.
COMPENSATION AND TALENT COMMITTEE

Jean Tomlin (Chair)
M. William Benedetto
Robin Freestone
Ann Korologos
Jane Thompson

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EXECUTIVE COMPENSATION
Summary Compensation Table

The following table sets forth the compensation earned by, or awarded or paid to, each of our named executive officers for our last three completed fiscal years:
Name and Principal PositionFiscal YearSalaryBonusShare AwardsOption AwardsNon-Equity Incentive Plan Compensation All Other Compensation Total
($)
($)(1)
 ($)(2)
($)(2)
($)(3)
($)(4)
($)
John D. Idol20201,350,0007,499,9902,700,000205,24511,755,235
Chairman and Chief Executive Officer20191,350,0005,999,9621,499,9885,400,000104,06314,354,013
20181,000,0006,500,000107,4767,607,476
Thomas J. Edwards, Jr.2020800,000500,0001,499,998560,0006,1883,366,186
Executive Vice President, Chief Financial Officer and Chief Operating Officer2019716,6671,699,951300,003800,0008,1003,524,721
2018575,000600,0002,999,98754,8434,229,830
Krista A. McDonough(5)
2020500,000500,0001,000,021175,0005,7502,180,771
Senior Vice President, General Counsel and Chief Sustainability Officer
Pascale Meyran2020238,745250,000499,977
562,968(6)
1,551,690
Senior Vice President, Chief Human Resources Officer2019500,0001,299,963200,010250,00012,2132,262,186
2018500,0001,199,997300,005250,00011,5742,261,576
Cathy Marie Robinson(7)
2020539,742250,0001,600,0206,1882,395,950
Senior Vice President, Chief Operations and Transformation Officer2019500,0001,299,963200,010250,0008,1002,258,072
2018500,0001,199,997300,005250,0007,9502,257,952
________________________________
(1)The amounts reported in this column for Fiscal 2020 reflect a special one-time cash incentive to each NEO (other than Mr. Idol) to incentivize and reward these executives for their respective roles in leading the successful integration of Versace. For Fiscal 2018, Mr. Edwards was entitled to his maximum annual cash incentive opportunity pursuant to the terms of his employment agreement entered into in connection with his commencement of employment with the Company on April 17, 2017.
(2)The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for share-based awards are set forth in Note 17 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2020. The value of the PRSUs included in the amount reported in this column is based on achieving target performance goals and represents 100% of the grant date fair value.
(3)The amounts reported in this column for John D. Idol for Fiscal 2018 were earned pursuant to his respective prior employment agreement. The amounts reported in this column for Mr. Idol in Fiscal 2019 and Fiscal 2020 and for the other NEOs for all fiscal years were earned under our Cash Incentive Plan for the applicable fiscal year. For a more detailed discussion of our cash incentive programs, see “Compensation Discussion and Analysis—Fiscal 2020 Elements of Executive Compensation—Fiscal 2020 Performance-Based Compensation—Fiscal 2020 Annual Cash Incentive.”
(4)For each of our NEOs, “All Other Compensation” consists of the payments that are shown in the table below for the applicable fiscal year.

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(5)Ms. McDonough was not a NEO for Fiscal 2018 and Fiscal 2019.
(6)Ms. Meyran’s last day of employment with the Company was September 20, 2019. This amount includes severance and benefits payments made to Ms. Meyran in connection with her separation of employment. Ms. Meyran was not eligible for an annual cash incentive pursuant to the Incentive Plan in Fiscal 2020.
(7)Ms. Robinson’s last day of employment with the Company was March 27, 2020. Ms. Robinson was not eligible for an annual cash incentive pursuant to the Incentive Plan in Fiscal 2020.
All Other Compensation
 
PerquisiteMr. Idol
($)
Mr. Edwards
($)
Ms. McDonough
($)
Ms. Meyran
($)
Ms. Robinson
($)
Transportation Benefit(1)
202038,556
201911,175(4)
201820,486(4)
401(k) Company Match
20206,1886,1885,7506,1886,188
20198,1008,100(4)8,1008,100
20187,950(4)7,9507,950
Company Paid Life Insurance Premiums
202050,000
201950,000(4)
201850,000(4)
Other
2020
110,501(2)
556,781(5)
2019
34,788(2)
(4)
4,113(6)
2018
29,040(2)
54,843(3)
(4)
3,624(6)
 _________________________________
(1)Represents the value of an automobile and driver provided on behalf of the Company to Mr. Idol for all fiscal years presented.
(2)Represents (i) a foreign tax credit in the amount of $20,258 for Fiscal 2020, $13,964 for Fiscal 2019 and $17,223 for Fiscal 2018 and (ii) the aggregate incremental cost associated with personal use of the Company aircraft in the amount of $90,243 for Fiscal 2020, $20,824 for Fiscal 2019 and $11,817 for Fiscal 2018 for Mr. Idol.
(3)Represents moving expenses in connection with Mr. Edward’s relocation to the New York City metropolitan area.
(4)Ms. McDonough was not an NEO in Fiscal 2019 or Fiscal 2018.
(5)For Fiscal 2020, this amount represents (i) a lump sum severance payment to Ms. Meyran in the gross amount of $500,000 in connection with Ms. Meyran’s separation of service from the Company, and pursuant to a written Agreement and General Release between the Company and Ms. Meyran, as explained in further detail below under “Employment Agreements with Our Named Executive Officers;” (ii) consulting fees paid to Ms. Meyran in the amount of $55,000; and (iii) a clothing allowance in the amount of $1,781.
(6)Represents clothing allowance for Ms. Meyran for Fiscal 2019 and Fiscal 2018.
Fiscal 2020 Grants of Plan-Based Awards
The following table sets forth information on potential payment opportunities in respect of Fiscal 2020 performance under our Cash Incentive Plan and equity awards granted during Fiscal 2020 under our Incentive Plan:

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   Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive Plan
Awards
    
NameType of AwardGrant DateThreshold
($)
Target ($)Maximum($)        Threshold
(#)
Target (#) Maximum
(#)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(1)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/
Share)
Grant Date
Fair Value of
Share and
Option
Awards
($)(2)
John D. IdolRSUs6/17/19110,7503,749,995
PRSUs(3)
6/17/1955,375110,750166,1253,749,995
Annual Cash
Incentive
Plan(4)
1,350,0002,700,0005,400,000
Thomas J. Edwards, Jr.RSUs6/17/1922,150749,999
PRSUs(3)
6/17/1911,07522,15033,225749,999
Annual Cash
Incentive
Plan(4)
400,000600,000800,000
Krista A. McDonoughRSUs6/17/1914,767500,011
PRSUs(3)
6/17/197,38414,76722,151500,010
Annual Cash
Incentive
Plan(4)
125,000187,500250,000
Pascale MeyranRSUs6/17/197,383249,989
PRSUs(3)
6/17/193,6927,38311,075249,988
Annual Cash
Incentive
Plan(4)
125,000187,500250,000
Cathy Marie RobinsonRSUs6/17/1932,4871,100,010
PRSUs(3)
6/17/197,38414,76722,151500,010
Annual Cash
Incentive
Plan(4)
137,500208,250275,000
 
 _________________________________
(1)The share-based awards reflected in these columns will vest in 25% installments on each of the four anniversary dates following the grant date, subject to the named executive officer’s continued employment with the Company through the vesting date, unless the executive officer is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan.
(2)The amounts reported in these columns reflect the aggregate grant date fair value computed in accordance with Accounting Standards Codification topic 718, “Stock Compensation,” as issued by the Financial Accounting Standards Board (disregarding any forfeiture assumptions). These values have been determined based on the fair market value on the date of grant for each award. The aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. The weighted average assumptions for share-based awards are set forth in Note 17 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2020. The value of the PRSUs included in the amount reported in this column is based on achieving target performance goals and represents 100% of the grant date fair value.
(3)The PRSUs will vest after three years in June 2022 based on achievement of pre-established cumulative performance goals for the applicable two-year performance period (March 31, 2019 to March 27, 2021), subject to the named executive officer’s continued employment with the Company through the vesting date, unless the executive officer is retirement eligible or otherwise dies or becomes permanently disabled within the meaning of the Incentive Plan. Each PRSU represents a contingent right to receive one ordinary share of the Company. The value of the ordinary shares earned with respect to such PRSUs will range from 0-150% of the value of the shares originally subject to the award, depending on actual achievement.
(4)Represents the range of possible cash payouts for Fiscal 2020 under the Cash Incentive Plan if performance metrics were attained at varying levels. If performance falls below the pre-established thresholds, the payout is $0. See “Compensation Discussion and Analysis—Fiscal 2020 Elements of Executive Compensation—Fiscal 2020 Performance-Based Compensation—Fiscal 2020 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2020 are set forth in the Summary Compensation Table above.

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Employment Agreements with Our Named Executive Officers
John D. Idol
Pursuant to the employment agreement between the Company and Mr. Idol, Mr. Idol serves as our Chairman and Chief Executive Officer, reporting to the Board of Directors. We must use best efforts to cause Mr. Idol to be appointed or elected to the position of Chairman of the Board. Upon termination of his employment for any reason, Mr. Idol will immediately resign from the Board and from other officer and director positions with the Company and its subsidiaries.
The term of Mr. Idol’s employment agreement extends through March 31, 2021 and will thereafter be automatically renewed for additional one-year terms, unless either party gives advance written notice of non-renewal.
Mr. Idol is entitled to receive an annual base salary of at least $1.350 million (which he voluntarily agreed to forgo in Fiscal 2021 in light of the significant impact COVID-19 has had on our business). In addition, Mr. Idol is eligible to receive a cash incentive in accordance with, and subject to the terms and conditions of, our then existing executive cash incentive program which is a component of the Incentive Plan. The annual cash incentive payment will be equal to a percentage of Mr. Idol’s then-current base salary (with incentive levels set at 100% threshold – 200% target – 400% maximum). The annual cash incentive payment will be based upon the achievement of performance goals established by the Compensation and Talent Committee over a performance period also established by the Compensation and Talent Committee. Except in limited circumstances, Mr. Idol must be employed by us on the date that the annual cash incentive is actually paid, which will be the same date that annual cash incentives are paid to our other senior executives that participate in the Incentive Plan. If the Compensation and Talent Committee determines that Mr. Idol was overpaid as a result of certain restatements of the reported financial or operating results of the Company due to material non-compliance with financial reporting requirements, then it may reduce the amount of the cash incentive, or require the executive to re-pay the overpaid portion of the cash incentive, as long as the determination as to the fact that a cash incentive has been overpaid is made before the end of the third fiscal year following the year for which the cash incentive performance criteria were inaccurate, provided, that if steps have been taken within such period to restate the Company’s financial or operating results, such three year time period shall be extended until such restatement is completed.
Mr. Idol is entitled to participate in all employee benefit plans and programs generally available to our senior executives, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans. We pay the premiums, up to a maximum of $50,000 per annum in the aggregate, for Mr. Idol’s approximately $5.0 million whole life insurance and $500,000 term life insurance policy. We also provide Mr. Idol with an automobile and driver for transportation to and from our offices and for business purposes as provided for in his employment agreement.
Mr. Idol has also agreed that during the term of his employment agreement he will not engage in or carry on any “Competitive Business” (as defined below); provided, that he may own 10% or less in a Competitive Business as a passive investor so long as he does not manage or exercise influence or control over such business. For purposes of Mr. Idol’s employment agreement, “Competitive Business” means a business which directly competes in any material respects with the Company or its parents, subsidiaries or affiliates.

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Pursuant to his employment agreement, to the extent permitted by law and our by-laws or other governing documents, we will indemnify Mr. Idol with respect to any claims made against him as an officer, director or employee of the Company or any subsidiary, except for acts taken in bad faith or in breach of his duty of loyalty to the Company. During the term of his employment agreement and for as long thereafter as is practicable, we agreed that Mr. Idol will be covered under a directors and officers liability insurance policy with coverage limits in amounts no less than that which we maintained as of the date of his employment agreement.
Mr. Idol has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company and Mr. Idol remains obligated to maintain the confidentiality of our proprietary information. For two years after termination of his employment, Mr. Idol has agreed not to hire any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Thomas J. Edwards, Jr.
Pursuant to the employment agreement, dated as of April 17, 2017, between the Company and Mr. Thomas J. Edwards, Jr., our Executive Vice President, Chief Financial Officer and Chief Operating Officer, Mr. Edwards’ employment agreement extends through June 30, 2021 and will be automatically renewed for additional one-year terms unless either party gives written notice of non-renewal. Pursuant to the terms of his employment agreement, Mr. Edwards receives a base salary of $800,000 per year (which he voluntarily agreed to reduce to $640,000 effective May 1, 2020 in light of the significant impact COVID-19 has had on our business). Mr. Edwards is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 50% threshold – 75% target – 100% maximum) in accordance with the terms of our Cash Incentive Plan. Mr. Edwards is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.
Ms. Edwards is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Mr. Edwards has also agreed not to hire, for a two-year period following the termination of his employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Krista A. McDonough
Pursuant to the employment agreement, dated as of October 1, 2016, between the Company and Krista A. McDonough, our Senior Vice President, General Counsel and Chief Sustainability Officer, Ms. McDonough’s employment agreement automatically renews for additional one-year terms on November 1st of each year, unless either party gives advance written notice of non-renewal. Ms. McDonough receives a base salary of $500,000 per year (which she voluntarily agreed to reduce to $400,000 effective May 1, 2020 in light of the significant impact COVID-19 has had on our business). Ms. McDonough is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 25% threshold – 37.5% target – 50% maximum) in accordance with the terms of our Cash Incentive Plan. Ms. McDonough is also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.

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Ms. McDonough is obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. McDonough has also agreed not to hire, for a two-year period following the termination of her employment, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Pascale Meyran
Pursuant to the employment agreement, dated as of September 15, 2014, between the Company and Ms. Pascale Meyran, Ms. Meyran served as the Company’s Senior Vice President, Chief Human Resources Officer until her departure on September 20, 2019 (the “Meyran Separation Date”). She remained a consultant for the Company through June 30, 2020 in order to assist the Company in transitioning the role of Chief Human Resources Officer. Ms. Meyran received an annual base salary of $500,000 and was eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 25% threshold – 37.5% target – 50% maximum) in accordance with the terms of our Cash Incentive Plan. Ms. Meyran was also entitled to a $5,000 clothing allowance each fiscal year as well as an additional clothing allowance of up to $20,000 that may be used at any time during the term of her employment agreement. Ms. Meyran was also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans and long-term equity incentive compensation plans.
In connection with Ms. Meyran’s separation of service from the Company, and pursuant to a written Agreement and General Release between the Company and Ms. Meyran (the “Separation Agreement”), the Company agreed to pay Ms. Meyran severance consistent with the terms of her employment agreement. Specifically, Ms. Meyran received a lump sum severance payment in the gross amount of $500,000 (less applicable tax withholdings and other payroll deductions). The Separation Agreement contains customary waivers, releases, confidentiality and non-disparagement provisions.
Ms. Meyran remains obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Meyran has also agreed not to compete with us for one year after the Meyran Separation Date and has agreed not to hire, for a two-year period following the Meyran Separation Date, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.
Cathy Marie Robinson
Pursuant to the employment agreement, dated as of May 12, 2014, between the Company and Ms. Cathy Marie Robinson, Ms. Robinson served as the Company’s Senior Vice President, Chief Operations and Transformation Officer until her departure on March 27, 2020 (the “Robinson Separation Date”). Ms. Robinson received an annual base salary of $550,000 and was eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 25% threshold – 37.5% target – 50% maximum) in accordance with the terms of our Cash Incentive Plan. Ms. Robinson was also able to participate in all of our other benefit plans and programs, including, without limitation, health and 401(k) plans, deferred compensation plans and long-term equity incentive compensation plans.

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Ms. Robinson remains obligated to maintain the confidentiality of our proprietary information and has agreed that all rights to our intellectual property are and will remain the sole and exclusive property of the Company. Ms. Robinson has also agreed not to compete with us for one year after the Robinson Separation Date and has agreed not to hire, for a two-year period following the Robinson Separation Date, any person who was employed or retained by the Company or any of its affiliates within the one-year period immediately preceding such employment or retention.

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Outstanding Equity Awards at 2020 Fiscal Year-End

The following table sets forth unexercised and unvested share options and other share-based awards that were outstanding as of the end of Fiscal 2020 for each named executive officer:
 Option AwardsShare Awards
NameNumber of
Securities
Underlying
Unexercised
Options
Exercisable (#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
Option
Exercise
Price(1)
($)
Option
Expiration
Date
Number
of Shares or Units That Have
Not Yet
Vested (#)
Market
Value of
Shares or
Units of
Shares That
Have Not
Vested
($)(2)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
have Not
Vested
(#)(3)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(2)
John D. Idol128,4475.00