UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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JOHN D. IDOL

CHAIRMAN & CHIEF EXECUTIVE OFFICER

June 16, 2022

Dear Fellow Shareholder:

You are cordially invited to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Capri Holdings Limited, to be held at 12:00 p.m., local time, on August 3, 2022, at the company's headquarters, 33 Kingsway, London, United Kingdom WC2B 6UF. Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Notice of 2022 Annual Meeting of Shareholders and proxy statement.

Looking back on fiscal 2022, I am proud of the progress we made across our luxury houses. Revenue and earnings results significantly exceeded our original expectations. Capri Holdings achieved the highest revenue, gross margin and EPS levels in the company’s history. Additionally, we generated strong cash flow and returned $650 million to shareholders in fiscal 2022. Our ability to deliver record results while navigating the challenges of an unprecedented global pandemic is a testament to the strength of our brands and the success of our strategic growth initiatives. Most importantly, we would not have been able to achieve these results if not for the hard work, dedication and resiliency of our teams across the globe.

I am also incredibly proud of our entire organization for demonstrating how business can truly be a force for good. During fiscal 2022, we continued to execute on our corporate social responsibility goals and objectives, building on our commitments to improve the way we work in order to better the world in which we live. We are pleased with the progress we are making towards our CSR targets, and we look forward to continuing to share the work we are doing to create a more sustainable and equitable future for all.

Looking forward in fiscal 2023 we expect to achieve another year of record revenue and earnings per share. Longer term we are also confident in our ability to continue to increase revenues and earnings. The power of Versace, Jimmy Choo and Michael Kors as well as the proven resilience of the luxury market reinforce our optimism for the future.

Thank you for your continued support. We look forward to seeing you at our 2022 Annual Meeting.

Sincerely,

 

John D. Idol

Chairman and Chief Executive Officer

 

Notice of 2022 Annual Meeting

of Shareholders

 

Meeting Date:

August 3, 2022

 

Meeting Time:

12:00 p.m. local time

 

Meeting Location:

33 Kingsway, London,

United Kingdom WC2B 6UF

To Our Shareholders:

Notice is hereby given that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Capri Holdings Limited, a British Virgin Islands corporation (the “Company”), will be held at the Company's headquarters, 33 Kingsway, London, United Kingdom WC2B 6UF, on August 3, 2022 at 12:00 p.m., local time, for the following purposes:

1.	To elect two Class II 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 April 1, 2023
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 Third Amended and Restated Omnibus Incentive Plan
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 June 6, 2022 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 June 16, 2022, 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 April 2, 2022 (the “2022 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.

CAPRI HOLDINGS i

 

 

Important Notice Regarding the Availability of Proxy Materials for the

Shareholders’ Meeting to be Held on August 3, 2022

The notice of the Annual Meeting and proxy statement and the 2022 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 Third 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 the 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 U.S. 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,

 

Hannah Merritt

Corporate Secretary

 

London, United Kingdom

June 16, 2022

ii
CAPRI HOLDINGS

Table of Contents

GENERAL INFORMATION	1
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	6
CORPORATE GOVERNANCE	12
Corporate Governance Practices	12
2022 Corporate Governance Highlights	13
Corporate Social Responsibility	13
Diversity and Inclusion	14
Corporate Governance Guidelines	14
Code of Business Conduct and Ethics	14
Strong Board Leadership; Independent Lead Director	15
Executive Sessions	15
Independence of the Board	15
Committees of the Board and Meeting Attendance	15
Risk Oversight	19
Board Evaluations	22
Board Refreshment	22
Director Nomination Process and Elections	23
CEO Performance Evaluation Process	23
Management Succession Planning	24
Director Onboarding and Continuing Education	24
Shareholder Engagement	24
Communications with the Board and the Audit Committee	25
Executive Officers	25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	26
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	29
AUDIT COMMITTEE REPORT	31
PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	32
PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION	34
COMPENSATION DISCUSSION AND ANALYSIS	35
Executive Summary	36
Compensation Design	39
Fiscal 2022 Compensation	41
Compensation Governance	47
Additional Information	51
COMPENSATION AND TALENT COMMITTEE RISK ASSESSMENT	53

CAPRI HOLDINGS iii

EXECUTIVE COMPENSATION	54
Summary Compensation Table	54
Fiscal 2022 Grants of Plan-Based Awards	56
Employment Agreements with Our Named Executive Officers	57
Outstanding Equity Awards at 2022 Fiscal Year-End	60
Option Exercises and Shares Vested During Fiscal 2022	61
Fiscal 2022 Non-Qualified Deferred Compensation	61
Potential Payments Upon Termination of Employment or Change in Control	62
CEO PAY RATIO	70
DIRECTOR COMPENSATION	71
PROPOSAL NO. 4 – APPROVAL OF CAPRI HOLDINGS LIMITED THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN	73
PROPOSALS OF SHAREHOLDERS FOR THE 2023 ANNUAL MEETING	87
OTHER MATTERS	87
ANNUAL REPORT ON FORM 10-K	88
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	88
ESG DATA AND RELATED INFORMATION INCLUDED IN THIS PROXY STATEMENT	89
WEBSITES REFERENCED IN THIS PROXY STATEMENT	89
ANNEX A – GAAP TO NON-GAAP RECONCILIATION OF REPORTED TO ADJUSTED MEASURES	A-1
ANNEX B – CAPRI HOLDINGS LIMITED THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN	B-1
PROXY CARD

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CAPRI HOLDINGS

Proxy Statement

2022 Annual Meeting of Shareholders

Wednesday, August 3, 2022

 
WHO
Stockholders of record
as of Date June 6, 2022
 
DATE
August 3, 2022
 
TIME
12:00 p.m. local time
 
WHERE
33 Kingsway, London,
United Kingdom WC2B 6UF

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 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, August 3, 2022, at 12:00 p.m., local time, at the Company's headquarters, 33 Kingsway, London, United Kingdom WC2B 6UF, 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 April 2, 2022 (the “2022 Annual Report”), to shareholders on or about June 16, 2022.

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 June 6, 2022 (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 June 16, 2022 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 2022 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, 142,809,426 ordinary shares were issued and outstanding. Each ordinary share is entitled to one vote at the Annual Meeting.

CAPRI HOLDINGS 1

Proxy Statement

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

A broker non-vote occurs when a broker holding shares in street name for beneficial owners does not receive instructions from the beneficial owner about how to vote their shares. 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 Third 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, 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.

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. 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 on the proposal that are present at the Annual Meeting and are voted and not abstained, 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.”

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 April 1, 2023 (“Fiscal 2023”), requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the proposal that are present at the Annual Meeting and are voted and not abstained, if a quorum is present.

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 on the proposal that are present at the Annual Meeting and are voted and not abstained 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 Third Amended and Restated Omnibus Incentive Plan): The affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote on the proposal 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.

2
CAPRI HOLDINGS

Proxy Statement

Voting Process and Revocation of Proxies

If you are a shareholder of record, you may cast your vote in any of the following ways:

Internet	QR Code	Telephone	Mail	In 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 the 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 August 2, 2022. 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 two Class II nominees for director (Proposal No. 1)

“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 1, 2023 (Proposal No. 2)

“FOR” the compensation of our named executive officers (Proposal No. 3)

“FOR” the approval of the Capri Holdings Limited Third 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 in-person 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 August 2, 2022,

• 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.

CAPRI HOLDINGS 3

Proxy Statement

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 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.

The Company encourages members of its Board of Directors to attend the Annual Meeting. Certain members of management of the Company and Company advisors may also attend the Annual Meeting.

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 SEC.

Electronic Delivery of Proxy Materials and Annual Report

The notice of the Annual Meeting and proxy statement and the 2022 Annual Report are available at www.proxyvote.com. In the future, instead of receiving copies of the Notice of Internet Availability of Proxy Materials or proxy statement and the annual report in the mail, shareholders may elect to view the proxy materials for our annual meetings on the Internet or to receive proxy materials for our annual meetings by e-mail.

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, by following the instructions on their website at www.astfinancial.com, or by following the instructions in your Notice, if you currently receive one. 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.

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.

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 2022 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

4
CAPRI HOLDINGS

Proxy Statement

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 2022 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.

CAPRI HOLDINGS 5

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.

Judy Gibbons and Jane Thompson are Class II directors and their term will expire on the date of the upcoming Annual Meeting. Accordingly, we are nominating Ms. Gibbons and Ms. Thompson for re-election at the Annual Meeting. If elected, each of them will serve as a Class II director until our annual meeting of shareholders in 2025 and until the election and qualification of their respective successors in office.

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CAPRI HOLDINGS

PROPOSAL ONE

The following table lists each of our directors as of the date of this proxy statement. All of our directors are independent except Mr. Idol.

Name	Age	Director Tenure (Years)*	Principal Occupation	Other Public Company Boards	Class	Term Expiring	Committee Membership
John D. Idol	63	10.5	Chairman and Chief Executive Officer of Capri Holdings Limited	0	III	2023	None
Marilyn Crouther	56	1.0	Chief Executive Officer and Principal of Crouther Consulting, LLC	1	I	2024	Audit; Compensation and Talent
Robin Freestone	63	5.5	Retired chief financial officer	3	III	2023	Audit (Chair); Compensation and Talent
Judy Gibbons	65	9.5	Retired technology executive	0	II	2025 (nominated for re-election)	Governance, Nominating and Corporate Social Responsibility (Chair); Audit
Ann Korologos	80	9	Former U.S. Secretary of Labor; Chairman Emeritus of The Aspen Institute	0	III	2023	Compensation and Talent; Governance, Nominating and Corporate Social Responsibility
Stephen F. Reitman	74	10.5	President and Chief Executive Officer of Reitmans (Canada) Limited	1	I	2024	Audit; Governance, Nominating and Corporate Social Responsibility
Jane Thompson	50	7.0	Co-founder and director of The Fusion Labs	0	II	2025 (nominated for re-election)	Audit; Compensation and Talent
Jean Tomlin OBE	67	9	Founder and Chief Executive Officer of Chanzo Ltd.	0	I	2024	Compensation and Talent (Chair); Governance, Nominating and Corporate Social Responsibility
Average Age	64.8
Average Tenure		7.8

*
Commencing with our initial public offering (the “IPO”) in December 2011.

Board Diversity

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, Nominating and Corporate Social Responsibility Committee and the Board will assess an individual’s independence, diversity, age, skills and experience in the context of the needs of the Board. We are proud of the diverse backgrounds that characterize our Board of Directors, including that more than half of our directors are women, and one-quarter of our directors are persons of color. We believe that our diversity provides significant benefits to us.

GENDER	ETHNICITY	GENERATION

CAPRI HOLDINGS 7

PROPOSAL ONE

Director Skills and Experiences

Our Board represents a broad and diverse set of skills, qualifications and experiences that we believe are particularly valuable to the effective oversight of our Company and the execution of our strategy. The below matrix highlights the depth and breadth of skills on our Board.

 

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CAPRI HOLDINGS

PROPOSAL ONE

Class II Director Nominees for Election at the 2022 Annual Meeting

Judy Gibbons	Title: Retired technology executive	|	Age: 65	|	Director Since: 2012
	Qualifications: Over 35 years of experience as a business leader in technology sector with strong strategic and operational knowledge of digital media, e-commerce and technology   Experience: Ms. Gibbons joined our Board in November 2012. She 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 Chairman of Which? Limited and Wonderbly. She previously served as a director of Guardian Media Group plc and Hammerson plc.

Jane Thompson	Title: Co-founder and director of The Fusion Labs	|	Age: 50	|	Director Since: 2015
	Qualifications: More than 20 years of experience in e-commerce, digital marketing and technology with expertise in customer relationship management (CRM)   Experience: Ms. Thompson joined our Board in January 2015. Since 2011, she has served as 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 a number of private companies, including Listcorp.com, Stitch.net, Lightsense Technologies Ltd. and IVC Evidensia. She holds a MBA from the Wharton School of the University of Pennsylvania.

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 on the proposal that are present at the Annual Meeting and are voted and not abstained. 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.

Our Board of Directors unanimously recommends a vote “FOR” the election of the two Class II director nominees named above. Unless contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of Judy Gibbons and Jane Thompson to hold office as directors until the 2025 annual meeting of shareholders and until the election and qualification of their respective successors in office.

CAPRI HOLDINGS 9

PROPOSAL ONE

Continuing Directors

Class III Directors for Election at the 2023 Annual Meeting

John D. Idol Chairman	Title: Chairman and Chief Executive Officer of Capri Holdings Limited	|	Age: 63	|	Director Since: 2003
	Qualifications: CEO for almost 20 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   Experience: Mr. Idol has been our Chief Executive Officer and a director since December 2003. In September 2011, he was appointed Chairman of the Board. 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.

Robin Freestone	Title: Retired chief financial officer	|	Age: 63	|	Director Since: 2016
	Qualifications: Esteemed FTSE 100 executive with significant experience across a broad array of international businesses, including as chief financial officer   Experience: Mr. Freestone joined our Board in November 2016. He 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 Aston Martin Lagonda, and as Chairman of the Board of moneysupermarket.com.

Ann Korologos	Title: Former U.S. Secretary of Labor; Chairman Emeritus of The Aspen Institute	|	Age: 80	|	Director Since: 2013
	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   Experience: Ms. Korologos joined our Board in March 2013. She 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. She previously served on the boards of AMR Corporation (and its subsidiary, American Airlines), Kellogg Company, Harman International Industries, Inc., Vulcan Materials Company and Host Hotels & Resorts, Inc., among others.

10
CAPRI HOLDINGS

PROPOSAL ONE

Class I Directors for Election at the 2024 Annual Meeting

Marilyn Crouther	Title: Chief Executive Officer and Principal of Crouther Consulting, LLC	|	Age: 56	|	Director Since: 2021
	Qualifications: More than 30 years experience delivering transformational technology and IT modernization services and strong background in finance and accounting   Experience: Ms. Crouther joined our Board in June 2021. Since 2018, she has served as CEO and Principal of Crouther Consulting, LLC, a firm that provides consulting services to IT companies. From 2017 to 2018, Ms. Crouther was senior vice president, general manager at DXC Technology Company. Before that, she was senior vice president and general manager for Hewlett Packard Enterprise, having joined Hewlett Packard in 1989. While at Hewlett Packard, Ms. Crouther served in various senior management positions, including as vice president of finance for the U.S. public sector business and industry controller for its government industry group. Currently, Ms. Crouther also serves as a director of ICF, a Nasdaq-listed global consulting and digital services provider.

Stephen F. Reitman	Title: President and Chief Executive Officer of Reitmans (Canada) Limited	|	Age: 74	|	Director Since: 2011
	Qualifications: Extensive experience as an executive in the retail industry with in-depth industry knowledge and strong retail operations background   Experience: Mr. Reitman joined our Board in December 2011. He has served on the board of directors and as an officer of Reitmans (Canada) Limited (“Reitmans”), a specialty ladies’ wear retailer based in Canada, since 1984. Since January 2020, he has served as the President and Chief Executive Officer of Reitmans, having previously served as President and Chief Operating Officer.

Jean Tomlin OBE	Title: Founder and Chief Executive Officer of Chanzo Ltd.	|	Age: 67	|	Director Since: 2013
	Qualifications: Extensive management experience in human resources and unique insight into human resources matters   Experience: Ms. Tomlin joined our Board in March 2013. Since 2016, Ms. Tomlin has been the founder and CEO of Chanzo Ltd., a firm that provides consulting, operational delivery and international recruitment services to major event and sport sectors. She 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 Holdingham Group Limited, a privately owned management consultancy business, and she previously served as a director of J. Sainsbury plc, the UK’s third-largest food retailer and grocery store operator.

CAPRI HOLDINGS 11

Corporate

Governance

Corporate Governance Practices

We are committed to strong corporate governance practices as demonstrated by the following policies and practices:

Independence Accountability Alignment with
Shareholders Board Practices Corporate Social
Responsibility

All non-employee

directors are independent

Independent directors

meet regularly in

executive session

Fully independent Board

committees

Majority voting in

uncontested elections

Advisory vote on

compensation held annually

Incentive compensation for

executives subject to our

Clawback Policy

Executive compensation

program emphasizes pay for

performance

Robust share ownership

guidelines for executive

officers and directors

Shareholder engagement

No hedging our stock

Strong lead

independent director

Comprehensive governance

framework including

Corporate Governance

Guidelines and Code of

Business Conduct and Ethics

Board oversight of risk

management

Annual board and

committee evaluations

Succession planning for

Board, CEO and other

members of senior

management

Global strategy to achieve

significant, measurable goals

across a range of important

environmental and social

sustainability issues

Commitment to fostering an

inclusive environment where

employees and customers of

diverse backgrounds are

respected, valued and

celebrated

Through our Code of

Conduct for Business

Partners and Factory Social

Compliance Program, we

partner with our suppliers on

important human rights,

health and safety,

environmental and

compliance issues

12
CAPRI HOLDINGS

Corporate Governance

2022 Corporate Governance Highlights

During Fiscal 2022, we continued to demonstrate our commitment to corporate governance best practices and corporate social responsibility:

	Corporate Governance		Corporate Social Responsibility
•	As part of our Board refreshment program, one independent director retired and one independent director was added who is a diverse woman	•	We reported during Fiscal 2022 that we reduced our Scope 1 and Scope 2 greenhouse gas emissions by 26% in Fiscal 2021 from our Fiscal 2019 baseline
•	We have had gender parity on our Board since April 2019, and in Fiscal 2022 we had more women than men on our Board (62.5%)	•	We reaffirmed our commitment to reach 100% renewable energy in our global direct operations by joining RE100
•	We increased the number of persons of color on our Board from one to two (25%)	•	During Fiscal 2022, we reported that in Fiscal 2021 85% of the leather sourced by our brands came from Leather Working Group Gold and Silver certified tanneries, and we continued to explore innovative, environmentally responsible materials, including through our investment in Desserto® – an advanced, cactus-based material that is a sustainable, low-impact option for accessories and footwear
•	We lowered the average age of our independent directors from 66.9 in Fiscal 2021 to 64.8 in Fiscal 2022	•	We received 90/100 on the Human Rights Campaign's 2022 Corporate Equality Index, earning our company a Best Place to Work for LGBTQ+ Equality designation
•	We appointed a new independent Lead Director in Fiscal 2022, and 7 out of 8 directors continued to be independent	•	We continued to support the places we live and work through our aid of long-standing philanthropic partners of our brands, including the United Nations World Food Programme

Corporate Social Responsibility

We know that the success of our Company is directly linked to the sustainability of the world around us. In April 2020, we shared Capri’s group-wide, global corporate social responsibility (CSR) strategy, set around the environmental and social sustainability opportunities and challenges most important to our company and its stakeholders. Within each of our strategy’s foundational pillars are key CSR focus areas that guide our work in support of the United Nations Sustainable Development Goals (SDGs).

THREE STRATEGIC PILLARS
	OUR WORLD	OUR COMMUNITY	OUR PHILANTHROPY
SIXTEEN AREAS OF FOCUS	Climate Change, Energy & Emissions Supply Chain Traceability & Compliance Better Leather Responsible Sourcing & Sustainable Materials Sustainable Packaging & Reducing Waste Responsible Water Use & Chemical Management	Combatting Injustice & Advancing Equality The Capri Holdings Foundation for the Advancement of Diversity in Fashion Diversity & Inclusion Workplace Safety, Health & Well-being Learning & Development Supply Chain Empowerment	Community Outreach & Support Michael Kors’ Fight Against Hunger & Kors Cares The Jimmy Choo Foundation & Women for Women International The Versace Foundation & LGBTQIA+
NINE PRIORITY SDGS

CAPRI HOLDINGS 13

Corporate Governance

Our key sustainability goals, our plans for getting there, and an update on the progress we have made can be found in our annual CSR report located at www.capriholdings.com/responsibility.

Diversity and Inclusion

Diversity and inclusion are embedded in our DNA. We work to foster an inclusive environment where employees and customers of diverse backgrounds are respected, valued and celebrated. We are proud of our commitment to diversity, equality and inclusion, and intend to continue to advance these principles through meaningful short and long term actions across the globe. We have a Head of Diversity and Inclusion and a Global Diversity and Inclusion Council, comprised of leaders across our brands focused on bringing Capri’s diversity and inclusion strategy to life. Our commitment to diversity and inclusion is supported by three pillars:

Capri Culture - Our commitment to diversity extends beyond representation. We are building an inclusive space where we aim for all employees to have the opportunity to realize their full potential and excel, while contributing to our success in a meaningful way.

Capri Talent - Differences in ideas and experiences allow our Company to thrive. We are attracting, advancing and advocating for a workforce that reflects the diversity of the world around us.

Capri Community - Through diversity and inclusion comes understanding and strength. Our responsibility to promote equality is not just to those who work with us, but to our industry, the customers we serve and the communities around us.

Through The Capri Holdings Foundation for the Advancement of Diversity in Fashion, we are driving diversity, inclusion and equality throughout the fashion industry by working collaboratively with colleges and high schools to create meaningful opportunities in fashion for underrepresented communities. In Fiscal 2022, the Foundation announced an expansive new scholarship program in partnership with the Fashion Institute of Technology (FIT), Howard University, PENSOLE Academy and Central Saint Martins – University of the Arts London. Over the next four years, the Foundation will fund scholarships for nearly 100 students from historically underrepresented communities pursuing degrees in fashion and merchandising across these four educational institutions.

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. These guidelines 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 People 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 we will post such amendment or waiver on our website referenced above.

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CAPRI HOLDINGS

Corporate Governance

Strong Board Leadership; Independent Lead Director

John D. Idol, our CEO, has been the Chairman of our Board of Directors since shortly before our IPO in December 2011. 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 our employees, customers, shareholders and other stakeholders.

Mr. Idol’s role as Chairman and CEO is counterbalanced and complemented by a robust independent Lead Director position. Robin Freestone serves as our independent Lead Director and provides strong and independent leadership to the Board. As the Lead Director, Mr. Freestone:

• 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

• 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

• consults with the Chairman in the preparation of the annual Board meeting schedule and in determining the need for special meetings of the Board

• 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

• calls meetings of the non-management directors when necessary and appropriate

• leads the evaluation process and provides feedback to the CEO in consultation with the Chair of the Compensation and Talent Committee

• serves as the liaison to shareholders who request direct communications with the Board

• performs such other duties as the Board may from time to time delegate

• 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 committees provide leadership for matters within the areas of responsibility of their respective committees.

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 presides over executive sessions of the Board of Directors.

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 independent and which are not. The Governance, Nominating and Corporate Social Responsibility Committee and our Board of Directors affirmatively determined that Marilyn Crouther, Robin Freestone, Judy Gibbons, Ann Korologos, Stephen F. Reitman, Jane Thompson and Jean Tomlin are each independent.

Committees of the Board and Meeting Attendance

Our Board of Directors has three standing committees: an Audit Committee, a Compensation and Talent Committee and a Governance, Nominating and Corporate Social Responsibility Committee. Directors are expected to attend Board meetings and meetings of the committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are also expected to review meeting materials prior to Board and committee meetings. Each director’s attendance at, and preparation for, Board and committee meetings is considered by the full Board (including the Chairman) when recommending director nominees. All of our non-employee directors are invited to attend all committee meetings.

CAPRI HOLDINGS 15

Corporate Governance

The below table sets forth the current members of each committee and the number of meetings held by the Board and each standing committee. The Board of Directors and its committees also act from time to time by written consent in lieu of meetings.

	Audit Committee	Compensation and Talent Committee	Governance, Nominating and Corporate Social Responsibility Committee
Marilyn CroutherF
Robin Freestone F,L
Judy Gibbons
Ann Korologos
Stephen F. Reitman
Jane Thompson
Jean Tomlin
Number of Board Meetings in Fiscal 2022: 8
Number of Committee Meetings in Fiscal 2022:	​4	4	4

  Chairperson   Member F Financial Expert L Lead Director

Each of our directors who served on our Board during Fiscal 2022 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 in Fiscal 2022.

Directors are encouraged (but not required) to attend our annual meeting of shareholders. All of our Directors attended our annual meeting of shareholders held in 2021.

16
CAPRI HOLDINGS

Corporate Governance

Audit Committee   A complete copy of the Audit Committee Charter is available on our website at www.capriholdings.com.

Committee Members: Marilyn Crouther, Robin Freestone, Judy Gibbons, Stephen Reitman and Jane Thompson Number of Meetings in 2022: 4

Background 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.   Responsibilities 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 • 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 • Reviews and discusses with management the Company’s major risk exposures (including financial and financial reporting risks, information security and technology risks, and privacy and data protection risks) and management’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 • Develops and approves policies and procedures for the review and approval of related person transactions • Evaluates its own performance annually and reports regularly to the Board The Board of Directors has determined that each member of the Audit Committee satisfies the independence requirements of Rule 10A-3 of the U.S. 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 Ms. Crouther and Mr. Freestone is an “audit committee financial expert” under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act of 2002.

CAPRI HOLDINGS 17

Corporate Governance

Compensation and Talent Committee   A complete copy of the Compensation and Talent Committee Charter is available on our website at www.capriholdings.com.

Committee Members: Marilyn Crouther, Robin Freestone, Ann Korologos, Jane Thompson, and Jean Tomlin Number of Meetings in 2022: 4

Background 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.   Responsibilities In carrying out these responsibilities, the Compensation and Talent Committee, among other things: • Reviews the Company’s compensation strategy to ensure it is appropriate to continue to attract, retain and motivate senior management and other key employees • 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 to the Board appropriate compensation levels for the Company’s other 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 • Reviews our annual equity share usage rate and aggregate long-term equity incentive grant value 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 human capital 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 • Evaluates its own performance annually and reports regularly to the Board   Compensation Committee Interlocks and Insider Participation No person who has served as a member of our Compensation and Talent Committee during Fiscal 2022 currently serves or has served as one of our executive officers or employees or has (or during Fiscal 2022 had) any relationship requiring disclosure under Item 404 of Regulation S-K of the U.S. 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.

18
CAPRI HOLDINGS

Corporate Governance

Governance, Nominating and Corporate Social Responsibility Committee   A complete copy of the Governance Committee Charter is available on our website at www.capriholdings.com.

Committee Members: Judy Gibbons, Ann Korologos, Stephen Reitman and Jean Tomlin Number of Meetings in 2022: 4

Background 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, and (v) the other duties and responsibilities set forth in its charter.   In carrying out these responsibilities, the Governance Committee, among other things: • Reviews and makes recommendations to the Board regarding 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 management • Develops, 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 • Evaluates its own performance annually and reports regularly to the Board

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 Company’s major strategic, operational, financial, legal and regulatory and reputational risks as well as risks relating to cybersecurity and global information systems and environmental, social and governance (ESG) matters along with potential options for mitigating these risks. The Board is informed of these risks through regular reports from our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, General Counsel and Chief Sustainability Officer, and other key members of senior management as well as from the Chair’s of the Board’s committees. 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. 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.

CAPRI HOLDINGS 19

Corporate Governance

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 primarily responsible for oversight of:

• accounting, auditing, internal control and financial-related risks

• the operation of our enterprise risk management program

• information systems infrastructure and cybersecurity risk

• risk management, compliance and legal and regulatory matters

The Compensation and Talent Committee is primarily responsible for oversight of:

• the various design elements of our compensation program to determine whether any of its aspects encourage excessive or inappropriate risk-taking

• the management of risks relating to our executive compensation plans and arrangements

• human capital management risks

See “Compensation and Talent Committee Risk Assessment.”

The Governance Committee is primarily responsible for oversight of:

• 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

• ESG 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.

Cybersecurity Risk Management

Managing cybersecurity risk is a critical focus for our Company. Our Board of Directors has delegated primary responsibility for overseeing the management of cybersecurity risks to the Audit Committee. The Audit Committee receives regular reports regarding our cybersecurity risks from our Chief Information Officer (CIO) with periodic updates to the full Board as necessary. Our global cybersecurity team, led by our head of Global Cybersecurity and Compliance, who reports to our CIO, is responsible for implementing security standards, network and system security tools, third-party service provider assessments, training and education programs, and security incident response policies and procedures. We measure the effectiveness of these initiatives in numerous ways, including by performing annual external network penetration tests, engaging external independent advisors to conduct system audits as appropriate, deploying phishing simulation exercises and undergoing cyber-incident table top exercises. We also require that all employees with access to our systems complete an annual cybersecurity and data privacy training to educate our employees on cybersecurity risks. We continually evaluate our privacy notices, policies and procedures surrounding our handling of personal data and the measures and systems we have in place to help identify, assess, mitigate, respond to and remediate cybersecurity issues or personal data breaches.

20
CAPRI HOLDINGS

Corporate Governance

ESG Risk Management

We believe responsible business practices start from the top, and we recognize the increasing importance of ESG matters to our shareholders, employees, customers and other key stakeholders. When setting Capri’s CSR strategy, we knew it was critical that sustainability be integrated into our business decisions. One of the first steps we took was to delegate oversight of ESG activities to the Board’s Governance Committee. Our governance structure ensures appropriate supervision of our goal-setting and public reporting process related to ESG matters. On at least an annual basis, our sustainability goals and action plans are presented to the Governance Committee for review and approval, along with CSR progress updates which are presented quarterly. Our sustainability governance model includes a multi-level structure to ensure our Board of Directors, executive management team and business leaders across our brands are aligned on the most important ESG risks and opportunities for Capri.

	Our Governance, Nominating and Corporate Social Responsibility Committee provides Board-level oversight of our CSR strategy, long-term sustainability goals and reporting.
	Our CSR Executive Committee is made up of executive-level brand and company leadership, providing direction and support for all pillars and focus areas within our CSR strategy.
	Our Sustainability Steering Committee includes leaders across key business functions who are responsible for driving progress toward Capri’s environmental sustainability goals.
	Our Global CSR Team, led by Capri’s Chief Sustainability Officer, manages the strategy and reporting of our global CSR progress, while closely coordinating with business partners to drive implementation of sustainability initiatives throughout our organization.

CAPRI HOLDINGS 21

Corporate Governance

Board Evaluations

The Board believes that an annual, robust Board evaluation process is a critical tool in ensuring strong corporate governance. The Governance Committee has primary oversight of the annual Board evaluation process which assesses whether the Board, its committees and the directors are functioning effectively.

 

While this formal evaluation process is conducted on an annual basis, directors are encouraged to continuously share their perspectives, feedback and suggestions throughout the year. Items requiring implementation and follow-up from the annual Board evaluation process or otherwise are monitored throughout the year by the Board, the applicable committees and management.

Board Refreshment

The Governance Committee recognizes that building and maintaining an effective Board is one of its critical responsibilities, and is continuously focused on aligning Board composition and leadership with the Company’s strategic needs. As part of the refreshment process, the Governance Committee: (i) identifies qualities and skills needed to serve on our Board, (ii) identifies the qualities and skills that each current director possesses, (iii) assesses how the current directors deploy their qualities and skills for our benefit, (iv) determines whether any additional skill sets or other attributes are necessary to fill gaps in the current Board, (v) establishes a Board succession strategy and executes against that strategy, and (vi) performs onboarding and transitioning for new directors. As part of the Governance Committee’s refreshment process, the Governance Committee:

• uses a skills matrix to assess the strengths and needs of the Board in relation to our current business strategy, expected future strategic needs, and the current state of our industry

• reviews the skills matrix, along with individual director demographics, tenure and committee memberships, to determine whether we need to add directors with specific qualities or skills

• considers the disclosures by each director in their annual director and officer questionnaire, including with respect to external commitments

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CAPRI HOLDINGS

Corporate Governance

• reviews the annual Board, Committee and director evaluations

• regularly discusses with the full Board refreshment and succession planning

Director Nomination Process and Elections

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 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.

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 under “Proposals of Shareholders for the 2023 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 on the election of directors that are present at the meeting and are voted and not abstained. 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.

CEO Performance Evaluation

The Compensation and Talent Committee, together with the independent Lead Director, has primary oversight of the CEO performance evaluation process. On an annual basis, in consultation and deliberation with the Compensation and Talent Committee, quantitative and qualitative goals and objectives for the CEO are set for the upcoming fiscal year that include three primary areas of performance: Financial Results, Talent Management and Development and Strategic Planning and Operations. After the fiscal year is completed, the Compensation and Talent Committee conducts a performance review with the CEO of his prior year performance in light of the predetermined goals and objectives. While this formal review process happens annually, the independent Lead Director and/or the Chair of the Compensation and Talent Committee and the Chairman and CEO meet as needed during the year to discuss feedback on the CEO’s performance and suggest areas of improvement.

CAPRI HOLDINGS 23

Corporate Governance

Management Succession Planning

The Governance Committee has primary oversight of succession planning for the CEO and other members of management. At least annually and updated as necessary, detailed succession plans are reviewed and considered by the Governance Committee and presented to the full Board. The succession-planning process includes both identifying and developing plans for promising internal candidates and identifying external candidates. The plan also includes mid-term and long-term solutions and arrangements in the event an emergency arises. The Board recognizes that management succession planning is one of its key responsibilities and will continue to make this a focus.

Director Onboarding and Continuing Education

We believe a wide-ranging orientation is important in positioning new directors for success. New directors participate in a corporate, business and financial orientation program that involves substantive individual meetings with senior executives. For example:

• the Chief Executive Officer will brief new directors on current business and strategy

• the Chief Financial Officer and Chief Operating Officer will speak about our financial and operational performance, capital structure, shareholder base and investor relations

• the General Counsel and Chief Sustainability Officer will discuss corporate governance, periodic reporting and sustainability matters

• the Chief People Officer will report on human capital management strategies, key talent and succession planning

In addition, senior executives within each of our brands provide an overview of their respective businesses, divisions or regions. The orientation extends to the Board committees on which a new director will sit, and includes an introductory session with the Chair or other committee members and potentially executives and outside advisors who work with the committee. SEC filings and other information are provided as a background resource. Directors are encouraged to periodically attend appropriate continuing education programs.

Shareholder Engagement

We regularly engage with shareholders to understand their perspectives on our Company, our business and their concerns. We meet with and speak to shareholders during appearances by management at scheduled events, as well as in one-on-one meetings and through conference calls held throughout the year. The following table summarizes the ways in which we engage with our shareholders:

How We Engage with Shareholders
•	Regular financial reporting (SEC filings)
•	Press releases
•	Quarterly earnings conference calls
•	Analyst meetings and conference calls
•	Investor meetings and conference calls
•	Annual shareholders meeting
•	Roadshows in key cities
•	Participation in conferences
•	Investor day

24
CAPRI HOLDINGS

Corporate Governance

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 independent 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.

Executive Officers

The following table sets forth information regarding each of our executive officers as of the date of this proxy statement:

Name	Age	Position
John D. Idol(1)	63	Chairman and CEO
Thomas J. Edwards, Jr.	57	Executive Vice President, CFO and COO
Jenna Hendricks	41	Senior Vice President, Chief People Officer
Krista A. McDonough	42	Senior Vice President, General Counsel and Chief Sustainability Officer
Daniel T. Purefoy	52	Senior Vice President, Global Operations and Head of Diversity and Inclusion

(1)
Biographical information regarding Mr. Idol is set forth under “Proposal No. 1 Election of Directors—Continuing Directors—Class III Directors for Election at the 2023 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.

Jenna Hendricks is the Senior Vice President, Chief People Officer of Capri Holdings. She assumed this role in June 2021 having previously served as Senior Vice President, Global Human Resources for Michael Kors from July 2019. She has been with the Company since 2004 in various human resources roles of increasing responsibility.

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 subsequently 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 and is also the Head of Diversity and Inclusion. 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.

CAPRI HOLDINGS 25

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 June 6, 2022 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.

Beneficial ownership is based upon 142,809,426 ordinary shares outstanding as of June 6, 2022, 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 June 6, 2022 or will become exercisable within 60 days of June 6, 2022 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 Owner	Ordinary Shares Beneficially Owned	Percent of Ordinary Shares Beneficially Owned
5% or More Shareholder
FMR LLC(1)	22,488,932	14.95%
The Vanguard Group(2)	14,242,078	9.47%
BlackRock, Inc.(3)	13,338,727	8.90%
Senvest Management, LLC(4)	7,230,622	5.1%
Named Executive Officers and Directors
John D. Idol(5)	3,176,269	2.2%
Thomas J. Edwards, Jr.(6)	179,132	*
Jenna Hendricks(7)	39,866	*
Krista A. McDonough(8)	84,188	*
Daniel T. Purefoy(9)	37,445	*
Joshua Schulman(10)	—	—
Marilyn Crouther(11)	3,035	*
Robin Freestone(11)	16,101	*
Judy Gibbons(11)	31,005	*
Ann Korologos(11)	34,320	*
Stephen F. Reitman(11)	13,647	*
Jane Thompson(11)	21,132	*
Jean Tomlin(11)	22,128	*
All Executive Officers and Directors as a Group (13 persons)	3,658,268	2.6%

26
CAPRI HOLDINGS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

*
Represents beneficial ownership of less than one percent of the Company’s ordinary shares outstanding.

(1)
Based on Amendment No. 2 to the Schedule 13G filed with the SEC by FMR LLC (“FMR”) on February 9, 2022. The mailing address for FMR is 245 Summer Street, Boston, Massachusetts 02210. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR. FMR may be deemed to have sole voting power with respect to 1,455,044 ordinary shares and sole dispositive power with respect to 22,488,932 ordinary shares, and Ms. Johnson may be deemed to have sole dispositive power with respect to 22,488,932 ordinary shares.

(2)
Based on Amendment No. 9 to the Schedule 13G filed with the SEC by The Vanguard Group (“Vanguard”) on February 9, 2022. The mailing address for Vanguard is 100 Vanguard Blvd, Malvern, Pennsylvania 19355. Vanguard may be deemed to have shared voting power with respect to 77,134 ordinary shares, sole dispositive power with respect to 14,033,605 ordinary shares and shared dispositive power with respect to 208,473 ordinary shares.

(3)
Based on Amendment No. 3 to the Schedule 13G filed with the SEC by BlackRock, Inc. (“BlackRock”) on January 10, 2022. 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 12,845,447 ordinary shares and sole dispositive power with respect to 13,338,727 ordinary shares.

(4)
Based on the Schedule 13G filed with the SEC by Senvest Management, LLC (“Senvest”) on June 7, 2022. The mailing address for Senvest is 540 Madison Avenue, 32nd Floor, New York, New York 10022. These securities are held in the account of Senvest Master Fund, LP (the “Investment Vehicle”). Senvest may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of Senvest’s position as investment manager of the Investment Vehicle. Richard Mashaal may be deemed to beneficially own the securities held by the Investment Vehicle by virtue of Mr. Mashaal’s status as the managing member of Senvest. Senvest and Mr. Mashaal may be deemed to have shared voting and dispositive power with respect to 7,230,622 ordinary shares.

(5)
For Mr. Idol, thisamount includes 75,752 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of June 6, 2022, and 208,227 RSUs and 148,405 PRSUs that will vest within 60 days of June 6, 2022. This amount also includes 54,600 ordinary shares held by the Idol Family Foundation. Mr. Idol may be deemed to have beneficial ownership of the shares held by the Idol Family Foundation but does not have a pecuinary interest in such shares. This amount also includes 1,756,017 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 but may be deemed to have shared voting and dispositive power over the ordinary shares held by the GRATs, and therefore, may be deemed to have beneficial ownership over such ordinary shares.

(6)
For Mr. Edwards, this amount includes 12,250 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of June 6, 2022, and 57,241 RSUs and 29,681 PRSUs that will vest within 60 days of June 6, 2022.

(7)
For Ms. Hendricks, this amount includes 18,690 RSUs that will vest within 60 days of June 6, 2022.

(8)
For Ms. McDonough, this amount includes 11,785 options to purchase ordinary shares that are vested and exercisable or will become vested and exercisable within 60 days of June 6, 2022 and 35,147 RSUs and 19,788 PRSUs that will vest within 60 days of June 6, 2022.

(9)
For Mr. Purefoy, this amount includes 5,587 RSUs that will vest within 60 days of June 6, 2022.

(10)
Mr. Schulman departed the Company on March 7, 2022.

(11)
Includes 3,035 ordinary shares that may be acquired within 60 days of June 6, 2022 upon vesting of RSUs.

CAPRI HOLDINGS 27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Delinquent Section 16(a) Reports

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 2022 and representations from certain reporting persons, we believe that all reportable transactions during such fiscal year were reported on a timely basis, except for one Form 4 for Mr. John D. Idol reporting option exercises and the subsequent sales of the underlying ordinary shares which was inadvertently filed one day late on February 15, 2022.

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.

28
CAPRI HOLDINGS

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.

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 2022, amounts reimbursed by Mr. Idol to the Company for personal use of the aircraft were $481,880. See “Executive Compensation—Summary Compensation Table—All Other Compensation” for the aggregate incremental costs to the Company of Mr. Idol’s personal aircraft use.

CAPRI HOLDINGS 29

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

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.

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).

30
CAPRI HOLDINGS

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.

During Fiscal 2022, 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 April 2, 2022 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 applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission, as well as the firm’s independence. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting 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, 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 April 2, 2022, for filing with the U.S. Securities and Exchange Commission.

AUDIT COMMITTEE

Robin Freestone (Chair)

Marilyn Crouther

Judy Gibbons

Stephen F. Reitman

Jane Thompson

CAPRI HOLDINGS 31

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 April 1, 2023. EY has served as the Company's independent registered public accounting firm since fiscal 2014. This resolution is being 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 2021 and Fiscal 2022 were as follows (in thousands):

	Fiscal 2021 ($)	Fiscal 2022 ($)
Audit Fees	5,937	5,992
Audit-Related Fees	—	338
Tax Fees	1,336	897
All Other Fees	—	—

Audit Fees

Audit fees for Fiscal 2021 and Fiscal 2022 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 as well as, for Fiscal 2021, additional costs associated with COVID-19.

Audit-Related Fees

There were no audit-related fees for Fiscal 2021. Audit related fees for Fiscal 2022 consist of fees to EY in connection with the pre-implementation phase of the Company’s ERP project.

Tax Fees

Tax fees for Fiscal 2021 and Fiscal 2022 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 2021 or Fiscal 2022.

32
CAPRI HOLDINGS

PROPOSAL TWO

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 2021 and Fiscal 2022 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.

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 on this proposal that are present at the Annual Meeting and are voted and not abstained, as well as the presence of a quorum representing a majority of all of our outstanding ordinary shares, either in person or by proxy. As this proposal is considered “routine” under applicable NYSE rules, we do not anticipate any broker non-votes on this 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 April 1, 2023.

CAPRI HOLDINGS 33

PROPOSAL NO. 3

Non-Binding Advisory Vote on Executive Compensation

Results of 2021 Shareholder Advisory Vote

On July 28, 2021, at the 2021 annual meeting of shareholders, our say on pay proposal passed with approximately 95.8% of the votes cast in favor of our executive compensation program.

Fiscal 2022 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 under “Compensation Discussion and Analysis” and “Executive Compensation.” 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 2022 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 and retain 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. 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.

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 on this proposal that are present at the Annual Meeting and are voted and not abstained, 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. Ordinary shares that constitute broker non-votes are not considered entitled to vote on Proposal No. 3 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.

We expect that our next say on pay vote will take place at the 2023 annual meeting of shareholders.

Our Board of Directors unanimously recommends a vote “FOR” approval of the advisory resolution on executive compensation.

34
CAPRI HOLDINGS

Compensation Discussion

and Analysis

This Compensation Discussion & Analysis provides our shareholders and other stakeholders information about our performance, and the compensation framework, decisions and governance for our Named Executive Officers (“NEOs”). For Fiscal 2022, our NEOs were:

Name	Position
John D. Idol	Chairman and Chief Executive Officer
Thomas J. Edwards, Jr.	Executive Vice President, Chief Financial Officer and Chief Operating Officer
Jenna Hendricks	Senior Vice President, Chief People Officer
Krista A. McDonough	Senior Vice President, General Counsel and Chief Sustainability Officer
Daniel T. Purefoy	Senior Vice President, Global Operations and Head of Diversity and Inclusion
Joshua Schulman(1)	Former Chief Executive Officer of Michael Kors

(1)
Mr. Schulman served as an executive officer of the company from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to be an employee of the Company as of March 7, 2022 (which was prior to the last day of Fiscal 2022).

Table of Contents

Executive Summary	36
Fiscal 2022 Business Highlights | Our Fiscal 2022 Executive Compensation Program | Leadership Transitions
Compensation Design	39
Compensation Objectives | Compensation Policies and Practices | Compensation Framework
Fiscal 2022 Compensation	41
Base Salary | Incentive Compensation | Other Compensation
Compensation Governance	47
Role of the Compensation and Talent Committee | Role of Consultants and Advisors | Say-on-Pay | Considerations in Setting Executive Compensation | Compensation and Risk
Additional Information	51
Severance Protection and Change in Control | Tax and Accounting Considerations | Compensation and Talent Committee Report

CAPRI HOLDINGS 35

Compensation Discussion and Analysis

Executive Summary

Fiscal 2022 Business Highlights

The COVID-19 pandemic and other external headwinds continued to create uncertainty for our business during Fiscal 2022, including ongoing supply chain challenges, COVID-19 related regional restrictions and the war in Ukraine that has led to the temporary cessation of our business in Ukraine and Russia. Despite these challenges, we were able to drive strong financial results for Fiscal 2022 — delivering the highest revenue, gross margin and earnings per share (“EPS”) in our Company’s history.

 

 

(1)
A reconciliation to GAAP amounts appear in Annex A of this Proxy Statement.

*
Illustrates TSR for recent periods relative to the median of our compensation peer group as detailed in this Proxy Statement and the S&P 500 Apparel, Accessories and Luxury Goods index. TSR is based on stock price appreciation, plus dividends reinvested. 1-year TSR assumes shares purchased on March 27, 2021 and sold on April 2, 2022; 3-year TSR assumes shares purchased on March 30, 2019 and sold on April 2, 2022; and 5-year TSR assumes shares purchased on April 1, 2017 and sold on April 2, 2022.

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Compensation Discussion and Analysis

In addition, we remained steadfast in our execution of our strategy to maximize the full potential of our three distinct fashion luxury brands by continuing to:

• design innovative and exciting fashion product

• create compelling communication to deepen consumer desire and engagement

• leverage our seamless omni-retailing capabilities to accelerate revenue growth

• build upon our corporate values with communities both internally and externally

We generated free cash flow of $573 million, ending the year with strong liquidity and lower net debt. We returned $650 million in capital to our shareholders through our share repurchase program that we reinstated in Fiscal 2022 given our strong financial position and positive business trends.

Our Fiscal 2022 results are a testament to the dedication and agility of our executive team and our employees across the globe. Looking ahead to Fiscal 2023, we expect to see continued recovery from the global pandemic driven by our ongoing strategic initiatives. Given the strength across all of our luxury houses, we continue to believe that Capri Holdings is well positioned to deliver multiple years of revenue and earnings growth and to drive increased value for our shareholders.

CAPRI HOLDINGS 37

Compensation Discussion and Analysis

Our Fiscal 2022 Executive Compensation Program

Our executive compensation plan design emphasizes pay for performance and is designed to promote responsible pay and governance practices that align with the interests of our shareholders. Our Fiscal 2022 executive pay program reflects the definitive steps we took to prudently manage costs, build a position of financial strength and retain critical leaders and talent with outcomes recognizing our exceptional financial results. Despite the challenging business environment, total compensation packages for our NEOs continued to emphasize short-term and long-term incentive awards that are paid out only if we achieved specific financial targets, and equity awards that continued to be linked to movements in share value. During Fiscal 2022, a number of modifications were made to our executive compensation program in response to the continued uncertainty presented with the COVID-19 pandemic. While we reverted to pre-pandemic practices in certain elements of our program, the ongoing uncertainty continued to influence the design of our Fiscal 2022 executive compensation program.

Program	Fiscal 2022 Decisions	Rationale
Base Salary	CEO, CFO / COO and SVP, Global Operations continued to have partial base salary reduction for Fiscal 2022 CEO base salary at 90% of Fiscal 2020 levels CFO / COO and SVP, Global Operations received a 4.2% base salary merit increase as part of annual review cycle but still had base salary at 93.8% of Fiscal 2020 levels	• Align with focus on managing costs • Begin to re-align leaders with pre-COVID-19 base salary levels as pandemic stabilized • Retain leaders in critical leadership roles
	As part of the annual review cycle, SVP, General Counsel and Chief Sustainability Officer received a 10% base salary merit increase as compared to Fiscal 2020 levels for Fiscal 2022	• Align target total cash compensation with similar positions in our executive compensation peer group • Retain leaders in critical leadership roles
Annual Cash Incentive Program	Reinstated full year annual cash incentive program with performance hurdles at threshold, target and maximum aligned with our Company’s operating budget   Payout based on executive’s base salary as of the last day of Fiscal 2022, which reflects a base salary below Fiscal 2020 levels for CEO, CFO / COO and SVP, Global Operations	• Reflects improved ability to more accurately forecast for the full fiscal year and reduced pressure to lower operating costs in light of evidence of recovery trends within our business
	Eliminated individual performance component   Performance based 50% on free cash flow, 30% on gross margin and 20% on SG&A for all NEOs	• Align NEO annual cash incentive with Company financial performance • Uniformly encourage our executive officers to increase cash flow, drive profitability and manage expenses in uncertain macroeconomic environment
LTI Awards	June 2021 LTI awards (granted in Fiscal 2022 for performance in Fiscal 2021) were granted 100% in Restricted Share Units (RSUs), rather than 50% RSUs and 50% Performance-Based RSUs (PRSUs); RSUs vest over three years	• Lack of visibility in June 2021 into future financial performance given unpredictability surrounding the pandemic making it difficult to set informed, multi-year performance targets • Drive retention and engagement through a period of heightened uncertainty
	Consistent with our expectation that the change in pay mix would be a temporary action due to the COVID-19 pandemic, we reinstated our standard target equity mix for our June 2022 LTI awards (granted in Fiscal 2023 for performance in Fiscal 2022) comprised of 50% RSUs (vesting over three years) and 50% Performance-Based RSUs (PRSUs)   Instituted three-year (as opposed to two-year) performance period and expanded the maximum payout range from 150% of target under our prior PRSU program to 200% of target	• Encourage executives to achieve multi-year, long-term performance goals • Recognize economic recovery trends and ability to more accurately forecast long-term goals • Establish a clear, rigorous performance standard while also appropriately rewarding executive's for exceptional performance • Motivate and retain executives • Share ownership further aligns the interest of our executives with our the interests of our shareholders

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Compensation Discussion and Analysis

Leadership Transitions

On August 24, 2021, we announced that Joshua Schulman was appointed Chief Executive Officer of Michael Kors, and that he was intended to succeed John D. Idol as Chief Executive Officer of Capri Holdings in September 2022. At such time, Mr. Idol was intended to assume the role of Executive Chairman.

On March 7, 2022, we announced that Mr. Idol would remain as Chairman and Chief Executive Officer of Capri Holdings, and that Mr. Schulman would leave the company. Mr. Schulman’s departure met the definition of termination without Cause (as defined in his employment agreement), and the Company paid him the severance amount provided for under Section 5(b) of his employment agreement in exchange for a release of claims against the Company. No additional discretionary payments were made by the Company to Mr. Schulman in connection with his departure. See “Executive Compensation—Potential Payments Upon Termination of Employment and Change in Control—Severance Benefits—Joshua Schulman.”

As demonstrated by the Company’s strong results in Fiscal 2022, the Board believes that the Company has in place a clear strategy and an experienced leadership team with a successful track record of delivering on the Company’s growth initiatives. The Board recognizes that succession planning is one of its key responsibilities and will continue to make this a focus.

Compensation Design

Compensation Objectives

Capri Holdings is a global fashion luxury group, consisting of iconic brands that are industry leaders in design, style and craftsmanship. Our goal is to continue to extend the global reach of our brands while ensuring that they maintain their independence and exclusive DNA. For our shareholders, we expect this will translate into long-term earnings and revenue growth across our brands. We believe that to be successful we need to provide a diverse and inclusive environment and a culture that attracts, retains and motivates employees to operate at their highest level.

These objectives are reflected in our executive compensation program which is centered on a pay for performance philosophy designed to align the interests of our executives with those of our shareholders, motivate and retain 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.

Aligns executives’ interests with shareholders	Balances a long and short-term focus	Promotes collaborative behaviors	Rewards unique skills and value
Compensation is meaningfully tied to our financial performance and share price	Compensation combines annual and multi-year performance elements, incentivizing near-term actions that generate sustainable long-term value	Incentive metrics are uniform and assessed consistently for our NEOs, encouraging partnership and rewarding growth across the Company	Compensation levels reflect a balance of contextual market data with reference to individual factors including performance, career history, skills and contributions

CAPRI HOLDINGS 39

Compensation Discussion and Analysis

Compensation Policies and Practices

The design of our compensation program also reflects practices that are intended to help ensure its successful operation and to align with the best interests of our shareholders.

Compensation Governance Policies and Practices
✔ Pay for performance | Majority of compensation is at risk, linked to performance and shareholders’ interests	✘ No guaranteed salary increases | Salaries are reviewed annually with no expectation or requirement to increase
✔ Require meaningful ownership | Executives are required to own 2-5-times their salary in Company shares within five years, and are subject to a retention requirement if not met	✘ No hedging of securities | Employees, including our NEOs, are prohibited from buying Company shares on margin or engaging in any hedging transactions
✔ Operate a clawback policy | The Company can clawback earned cash incentives and awarded performance-based long-term incentives in clearly defined situations	✘ No equity awards included in severance calculations | If paid, severance is based only on cash compensation and is clearly defined in employment agreements
✔ Have double trigger change in control | Severance requires a change in control and involuntary termination	✘ No option repricing | Any repricing requires advance shareholder approval
✔ Review share utilization | Share utilization is monitored carefully to ensure equity programs are not overly dilutive	✘ No equity grants below fair market value | Equity awards are based on fair market values at the date of grant
✔ Engage an independent consultant | The Compensation and Talent Committee engages a consultant and annually assesses independence	✘ No tax gross-ups | No executive has any right to receive a tax gross-up on any element of their compensation
✔ Have an independent Committee | The Compensation and Talent Committee is comprised of independent Directors	✘ No excessive executive perquisites | Perquisites are modest and aligned with market typical practices

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CAPRI HOLDINGS

Compensation Discussion and Analysis

Compensation Framework

Our executive compensation program comprises three core components which reflect our long-standing compensation philosophy.

	Target Compensation Mix(1)
Component and Purpose	CEO	Other NEOs	Overview
Base Salary Provides a stable level of fixed compensation commensurate with the NEO’s role, experience and duties	​		• Determined annually or as required • Takes into account role, individual factors and contextual market data
Annual Cash Incentive Encourages achievement of pre-established, objective performance goals			• Expressed as a percentage of base salary as of last day of fiscal year • Maximum opportunity capped at no more than 200% of target • Based solely on achievement of financial performance targets without any individual component
Long-Term Equity Incentives Aligns NEOs’ long-term interests with those of our shareholders, and, in the case of PRSUs, provides an opportunity to earn equity if pre-established, objective performance goals are achieved	​		• Typically granted as a mix of RSUs (50%) and PRSUs (50%) • PRSUs generally cliff vest after three years with a three year performance period starting with the June 2022 grant • PRSUs based on financial performance, and can vest at 0% – 200% of target starting with June 2022 grant • RSUs typically vest over three years on each anniversary of the date of grant

(1)
Based on salary inclusive of COVID-19 salary reductions in effect as of the last day of Fiscal 2022. Incentives based on full-year annual target cash incentive and the Fiscal 2022 target value of long-term equity incentives. Excludes Mr. Schulman and perquisites.

Fiscal 2022 Compensation

Base Salary

We believe competitive base salaries are necessary to attract and retain qualified, high-performing executives. The Compensation and Talent Committee reviews salaries annually, or as required, and considers whether any increase is warranted based on an executive’s role, responsibilities, performance, experience, expected future contributions and the base salary of similarly situated executives at our selected competitors.

CAPRI HOLDINGS 41

Compensation Discussion and Analysis

The base salaries of our NEOs as of the last day of Fiscal 2022, or on the last day of their employment in the case of Mr. Schulman, were as follows:

Named Executive Officer	Fiscal 2022 Base Salary Rate ($)	% Increase / Decrease from Fiscal 2021	Effective Date of Base Salary Rate	% Increase / Decrease from Fiscal 2020
John D. Idol	1,215,000	N/A(1)	April 1, 2021	(10.0)%
Thomas J. Edwards, Jr.	750,000	4.2%(2)	June 1, 2021	(6.2)%
Jenna Hendricks	500,000	N/A(3)	N/A(3)	N/A(3)
Krista A. McDonough	550,000	22.2%(4)	June 1, 2021	10.0%
Daniel T. Purefoy	375,000	4.2%(2)	May 30, 2021	(6.2)%
Joshua Schulman	1,200,000	N/A	August 24, 2021	N/A

(1)
Mr. Idol voluntarily elected to forgo his base salary in Fiscal 2021 except for the minimum required for benefits and certain perquisites.

(2)
Merit increases for Mr. Edwards and Mr. Purefoy were awarded as part of our annual review cycle in an effort to begin to re-align these leaders with pre-COVID-19 base salary levels as the pandemic stabilized. For Fiscal 2022, the base salary rate for these executives was reduced as compared to Fiscal 2020 and represented 93.8% of pre-pandemic levels.

(3)
Ms. Hendricks was not an NEO of the Company in Fiscal 2021 or Fiscal 2020.

(4)
Merit increase for Ms. McDonough was awarded as part of our annual review cycle taking into account her role and responsibilities and her performance and to better align Ms. McDonough’s target total cash compensation with similar positions in our executive compensation peer group.

Incentive Compensation

Fiscal 2022 Annual Cash Incentive

Each year the Compensation and Talent Committee establishes a target annual cash incentive opportunity, defined as a percentage of base salary as of the last day of the fiscal year, for each NEO. The amount earned can range from 0 to 200% of target depending on the role and based on the achievement of specific and measurable short-term performance goals.

	Fiscal 2022 Annual Cash Incentive (% of Salary)
Named Executive Officer	Target	Maximum
John D. Idol	300%	400%
Thomas J. Edwards, Jr.	100%	200%
Jenna Hendricks	50%	100%
Krista A. McDonough	50%	100%
Daniel T. Purefoy	50%	100%
Joshua Schulman	100%	200%

In identifying performance metrics and setting performance goals, the Compensation and Talent Committee ensures alignment with our strategic priorities by referencing the Company’s operating budget. Performance metrics reflect priorities for the Company in any given year over a short-term time horizon, and performance ranges are aligned with the operating budget, with target set equal to budget. The budget itself reflects a rigorous assessment of projected performance, informed by our strategic and operational initiatives, prior year performance and broader general industry trends that could impact the business positively or negatively.

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CAPRI HOLDINGS

Compensation Discussion and Analysis

The financial performance measures, target values and financial results established by the Compensation and Talent Committee for Fiscal 2022 under the Cash Incentive Plan appear below:

		Fiscal 2022 Award Targets(1)
	Weighting	Threshold	Target	Maximum	Year-End Results	CEO Weighted Payout as a % of Target	Other NEO Weighted Payout as a % of Target
	(dollars in millions)
Free Cash Flow	50%	$180.0	$240.0	$300.0	$573.0	66.5%	100%
Adjusted Gross Margin(2)	30%	63.7%	64.9%	65.4%	66.7%	39.9%	60%
Adjusted SG&A(2)	20%	$2,690.0	$2,635.0	$2,585.0	$2,550.0	26.6%	40%
Total Weighted Payout as a % of Target						133%	200%

(1)
Payouts between threshold and maximum are calculated on an interpolated basis.

(2)
The performance measures used under the Cash 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 as compared to the corresponding GAAP measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is set forth in Annex A of this Proxy Statement. The non-GAAP financial results and reconciliations may differ from those disclosed as adjusted, non-GAAP measures in our public filings as additional items may be excluded in accordance with the terms of our Incentive Plan. These non-GAAP measures and adjustments may also be different from non-GAAP measures and adjustments used by other companies.

The Compensation and Talent Committee believes that free cash flow, gross margin and SG&A are appropriate measures of Company performance since cash flow and gross margin assess the amount of cash that the Company generates and profitability, including the effects of our strategic and capital plans, and a SG&A target encourages our executive officers to manage expenses in an uncertain macroeconomic environment. Each of these performance measures also reflect metrics commonly used by investors.

As a result of the above performance, the Compensation and Talent Committee approved the following annual cash incentive payments :

Named Executive Officer	Annual Cash Incentive Award as a % of Base Salary	Fiscal 2022 Annual Cash Incentive ($)
John D. Idol	400%	4,860,000
Thomas J. Edwards, Jr.	200%	1,500,000
Jenna Hendricks	100%	500,000
Krista A. McDonough	100%	550,000
Daniel T. Purefoy	100%	375,000
Joshua Schulman	200%(1)	1,267,925(1)

(1)
Mr. Schulman served as an executive officer of the company from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to be an employee of the Company as of March 7, 2022 (which was prior to the last day of Fiscal 2022), and therefore, was not entitled to participate in the Company’s Fiscal 2022 Cash Incentive Plan. Pursuant to the terms of his Separation and Release Agreement and consistent with being terminated without Cause under the terms of his employment agreement, Mr. Schulman was entitled to receive a guaranteed bonus payment for Fiscal 2022 in the amount of $700,000 plus a payment of $567,925 representing the portion of Mr. Schulman’s annual cash incentive for Fiscal 2022 that exceeded his Fiscal 2022 guaranteed bonus, pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed.

CAPRI HOLDINGS 43

Compensation Discussion and Analysis

Looking Ahead to Fiscal 2023

Our CSR strategy has always been about focusing our energy and resources where we can make the greatest impact on our world, our community and our philanthropic work. Beginning in Fiscal 2023, and as illustrated below, 10% of leadership’s annual incentive compensation will be tied to individualized ESG goals designed to hold our executives accountable for reducing the impact our operations have on the environment, as well as to incentivize management to foster a more diverse and inclusive workforce while continuing to give back to communities and people in need. These goals will be derived from our CSR strategy which can be found on our corporate website at www.capriholdings.com/responsibility. Over the next year, we will continue to improve the way we work in order to better the world in which we live.

	Fiscal 2022 Plan	Fiscal 2023 Plan
Free Cash Flow	50%	50%
Gross Margin	30%	20%
SG&A	20%	20%
ESG	—%	10%

In addition, commencing in Fiscal 2023, Mr. Idol’s target annual cash incentive opportunity will be reduced from 300% to 200% of base salary. The Compensation and Talent Committee determined that this change was appropriate in order to better align Mr. Idol’s target opportunity with the targets for the other executives so that each executive’s target opportunity equals one-half of their maximum opportunity. This change also aligns Mr. Idol’s target opportunity with the typical CEO target opportunity at our selected peer companies.

Equity Incentive Compensation

The use of equity-based compensation enables us to align the interests of our NEOs with those of our shareholders, reward for performance that is reflected in our share price increases and provides a balance to our annual Cash Incentive Plan which focuses on short-term objectives. Equity that vests over multiple years also fosters a long-term commitment that aids in the retention of our senior executives.

Typically, our target equity awards comprise an equal mix of PRSUs and RSUs. 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.

50% Performance-Based Restricted Share Units (PRSUs)		50% Time-Based Restricted Share Units (RSUs)
• Typically vest after three years based on the achievement of pre-established goals • Commencing in June 2022, performance measured over three years (instead of two) • Subject to three-year continued employment requirements • Commencing in June 2022, depending on performance, the number of shares earned will range from 0-200% of the target award (instead of 0-150%) • Performance targets set with reference to operating plan	​	• Become vested at a rate of 1/3 per annum on each of the first three anniversaries of the date of grant • Subject to continued employment requirements

For equity grants in respect of performance in Fiscal Years 2020 and 2021, the Compensation and Talent Committee determined that awards be granted solely in the form of RSUs. This reflected the challenge of setting sufficiently informed performance goals for PRSUs as there was significant uncertainty around the continuing impact of COVID-19, regional COVID-19 restrictions imposed on our operations, supply chain issues and the general macroeconomic environment. In May 2022, the Compensation and Talent Committee determined that it would reinstate PRSUs and that equity award grants to be made in June 2022 (which is our Fiscal 2023) in respect of Fiscal 2022 performance would again be comprised of 50% time-based RSUs and 50% performance-based RSUs. The Compensation and Talent Committee further determined that the PRSUs would vest

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CAPRI HOLDINGS

Compensation Discussion and Analysis

after three years and, relative to the pre-pandemic program, increased the measurement period from a two-year performance period to a three-year performance period to better align the performance targets with the Company’s long-term strategic plan. The Compensation and Talent Committee also expanded the maximum payout levels for the PRSUs to establish a clear, rigorous performance standard while also appropriately rewarding executives for exceptional performance. Beginning in June 2022, with respect to shares underlying PRSUs, executives can earn 0% of the target number of shares for performance below established thresholds, 50% of the target number of shares for threshold performance and up to 200% of the target number of shares for maximum performance.

Timing of Awards

Typically, the target equity award value with respect to a fiscal year is approved shortly following the end of the fiscal year, and then granted in Q1 of the following fiscal year. This means that the awards captured in our Fiscal 2022 Summary Compensation Table were established based on Fiscal 2021 performance, and granted in June 2021. This is illustrated below in the context of our overall compensation framework.

	Fiscal Year	Fiscal Year +1	Fiscal Year +2	Fiscal Year +3	Fiscal Year +4
Base Salary(1)	Paid in cash
Annual Cash Incentive(1)	Performance period	Paid in cash
PRSUs(2)		Fiscal Year award made			0-200% vests(3)
		Performance period
		Service Period(3)
RSUs(2)		Fiscal Year award made	1/3 vests	1/3 vests	1/3 vests
		Service Period

(1)
Disclosed in the Fiscal Year Summary Compensation Table

(2)
Disclosed in the Fiscal Year+1 Summary Compensation Table. For example, our long-term incentive awards granted in June 2022 (our Fiscal 2023) related to an executive’s individual performance and contributions in Fiscal 2022 but will appear next year in the Fiscal 2023 Summary Compensation Table.

(3)
PRSUs vest in the June following the end of the applicable performance period subject to executive’s continued employment with the Company through the vesting date unless the executive dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

June 2021 Equity Incentives

As discussed above, the equity incentive awards that were made in June 2021 (based on performance in Fiscal 2021) were granted solely in the form of RSUs given the significant challenges in setting sufficiently informed long-term performance goals. Rather than approve goals that could ultimately prove too easy or too difficult to achieve, resulting in a misalignment of pay and performance, the Compensation and Talent Committee determined that time-vested RSUs would continue to align executives’ interests with those of our shareholders, while exposing them to movements in our share price and enhancing retention. Despite relating to the prior year, given the timing of grant, these awards are captured in the Fiscal 2022 Summary Compensation Table:

Named Executive Officer	Long-Term Incentive Value(1)
John D. Idol	8,500,000
Thomas J. Edwards, Jr.	3,000,000
Jenna Hendrick	1,500,000
Krista McDonough	1,500,000
Daniel T. Purefoy	600,000
Joshua Schulman	N/A(2)

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Compensation Discussion and Analysis

(1)
Reflects estimated long-term equity incentive value. 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 2022 (June 2021) in respect of Fiscal 2021 performance appear in the Fiscal 2022 Summary Compensation Table. 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).

(2)
Mr. Schulman was not an employee on June 15, 2021 (the date the Fiscal 2022 equity award was made). For the grant date fair value of share-based long-term equity incentive awards granted to Mr. Schulman in Fiscal 2022 see “Executive Compensation—Summary Compensation Table.” For an explanation of Mr. Schulman’s initial equity award in connection with his hiring, see “—Schulman New Hire Equity Award” below.

June 2022 Equity Incentives

As discussed above, the equity incentive awards that were made in June 2022 subsequent to the end of the fiscal year and based on the individual executive’s performance in Fiscal 2022 were comprised of 50% time-based RSUs and 50% performance-based RSUs. The PRSUs will vest after three years subject to attainment of pre-established three year performance goals. The grant date fair value and percentage of RSUs and PRSUs granted to each NEO are reflected in the table below. For each NEO that received an equity grant, grant values remain unchanged relative to the prior year. Mr. Schulman is excluded from the below table as he is no longer employed by the Company.

Named Executive Officer	Long-Term Incentive Value ($)(1)	Restricted Share Units (RSUs)(%)	Performance-Based Share Units (PRSUs)(%)
John D. Idol	8,500,000	50	50
Thomas J. Edwards, Jr.	3,000,000	50	50
Jenna Hendricks	1,500,000	50	50
Krista A. McDonough	1,500,000	50	50
Daniel T. Purefoy	—	—	—

(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 2023 (June 2022) in respect of Fiscal 2022 performance will appear in the Fiscal 2023 Summary Compensation Table.

Schulman New Hire Equity Award

In connection with Mr. Schulman’s appointment as Chief Executive Officer of Michael Kors and intended successor Chief Executive Officer to Mr. Idol, the Compensation and Talent Committee approved an initial equity award with a grant date fair value of approximately $15 million. This award served as a means to attract him to leave his former employer and join Capri Holdings, and to immediately align Mr. Schulman with the interests of our shareholders. The new hire equity grant was comprised entirely of RSUs that would vest in equal installments over five years on each anniversary of the date of grant.

The terms of this equity grant were subject to the standard terms under our Incentive Plan and the contractual provisions of his employment agreement for a termination without Cause (as defined in Mr. Schulman’s employment agreement). Accordingly, Mr. Schulman was eligible to continued vesting of his unvested RSUs that would otherwise have vested within twelve months of his separation date subject to the restrictive covenant and forfeiture provisions under the award agreement and his employment agreement. All other unvested RSUs were forfeited as of the separation date. Given the timing of his departure, this means that Mr. Schulman only received one-fifth of the RSUs under his new hire equity grant. In accordance with SEC disclosure requirements, the Summary Compensation Table shows the full grant date fair value of this award and does not reflect what Mr. Schulman ultimately received.

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Compensation Discussion and Analysis

Other Compensation

We maintain broad-based benefits that are provided to all employees. Our NEOs generally participate in the same benefit plans as other eligible full-time employees in the United States.

Benefit	Key Features
401(k) Plan	• Tax qualified retirement savings plan for U.S.-based employees • Discretionary company contribution of up to 50% of up to a maximum employee contribution of 6% of eligible earnings • Employee contributions are fully vested immediately • Company contributions vest ratably over four years
Deferred Compensation Plan	• Available to executive officers and certain other highly compensated employees • Participants can defer receipt of up to 75% of annual salary and/or 100% of their annual cash incentive to a future distribution date • Participant deferrals are fully vested on contribution
Other Benefits and Perquisites	• Medical, dental and vision plans • Life insurance • Short- and long-term disability coverage • Paid vacation • Merchandise discounts
Additional CEO Perquisites	• Whole life insurance and term life insurance policy premiums paid by the Company up to $50,000 per annum • Limited non-business use of the corporate aircraft (treated as taxable income in accordance with the IRS regulations) in accordance with his aircraft time sharing agreement • Use of an automobile and driver

No tax gross ups are provided on any perquisites. See “Executive Compensation—Summary Compensation Table—All Other Compensation” and “Executive Compensation—Fiscal 2022 Non-Qualified Deferred Compensation Table” for additional information regarding the value of benefit plans and perquisites in Fiscal 2022.

Compensation Governance

Role of the Compensation and Talent Committee

The Compensation and Talent Committee is comprised solely of independent directors and is chaired by Jean Tomlin. The Compensation and Talent Committee is responsible for reviewing and approving the Chief Executive Officer’s compensation, including target compensation levels, the corporate goals and objectives on which variable compensation is based, evaluating performance and approving pay outcomes. 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 the other NEOs given his direct knowledge of their performance and contributions.

The Compensation and Talent Committee meets several times a year (in some cases, multiple times per quarter) and follows a regular calendar of reviewing and approving compensation related matters. In general, our timeline consists of the following:

Primary Topics Covered by the Compensation and Talent Committee
Q1	• Approve prior year performance and resulting variable compensation outcomes • Approve current year incentive compensation performance goals • Approve target compensation levels for senior executives • Approve long-term incentive spend, dilution, and future LTI pool
Q2	• Approve annual equity grants for independent directors • Review compensation policies and practices • Review incentive risk assessment • Review compensation consultant independence
Q3	• Review compensation peer group • Review proposed changes to other compensation programs as needed
Q4	• Review compensation philosophy, strategy, and any proposed program changes

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Compensation Discussion and Analysis

Primary Topics Covered by the Compensation and Talent Committee
	• Review market data on compensation levels and practices for senior executives • Review independent director compensation benchmarking

Role of Consultants and Advisors

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. In Fiscal 2022, the Compensation and Talent Committee retained WTW as its independent compensation consultant. In this capacity, WTW provides the Compensation and Talent Committee with market data on executive compensation levels and practices at our selected competitors, advises on trends and best practices in the areas of executive compensation and governance, assists in the review and evaluation of our compensation policies and practices, reviews our compensation discussion and analysis, and provides independent advice on director compensation. WTW is prohibited from providing other services to the Company or our management, except at the direction or approval of the Compensation and Talent Committee. In Fiscal 2022, and with the approval of the Compensation and Talent Committee, WTW provided the Company with risk and insurance brokering services, including management and consulting services related to our wholly-owned captive insurance entity, with total fees of approximately $894,687. The Compensation and Talent Committee has determined that its executive compensation consulting team at WTW is independent and that no conflicts exist.

Say-On-Pay

The Compensation and Talent Committee considers the feedback of our shareholders an important factor in reviewing executive compensation. Management currently conducts quarterly meetings with our major shareholders following earnings calls, and while executive compensation is not a focal point, these meetings provide a forum for our major shareholders to provide feedback. Additionally, the Compensation and Talent Committee considers the results of our annual advisory say-on-pay vote when reviewing executive compensation. At our 2021 Annual Meeting of Shareholders, 95.8% of votes were cast in favor of our executive compensation program, demonstrating widespread support for our current programs and practices.

Considerations in Setting Compensation

In assessing executive compensation and approving target pay, the Compensation and Talent Committee bases its decisions on our compensation philosophy, including the following factors:

Individual performance evaluations	Scope and nature of responsibility	Experience	Expected future contributions
Retention concerns	Company and business unit performance	Market data at select competitors	Employment agreement terms

One of the factors considered is practices at select competitors where compensation data is available, recognizing that many of our competitors are privately held or traded on a non-U.S. stock exchange and not subject to the same disclosure requirements as us. Given this is just one of several factors considered, we do not target any specific market percentile because our Compensation and Talent Committee believes that NEO compensation should reflect a broader and more holistic perspective, particularly our overall financial performance. This is reflected in both our pay levels and pay mix, with a significant portion of our NEOs’ compensation provided in the form of at-risk variable compensation, which we believe is appropriate given their ability to influence our overall performance and execute our key growth strategies.

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CAPRI HOLDINGS

Compensation Discussion and Analysis

The Use of Market Data

Practices at a selection of our competitors who are required to disclose executive compensation are one of the factors considered in assessing and setting the total compensation levels for our NEOs.

Our compensation peer group comprises companies with broadly similar characteristics including:

• Industry focus: retail accessories and/or apparel companies

• Brand value: one or more strong consumer brands

• Relative scale: comparable size with reference to revenue, net income and market capitalization

• General relevance: similar stage of development and subject to similar economic factors

The composition of the peer group is reviewed periodically and is determined by the Compensation and Talent Committee, considering input from WTW, its independent compensation consultant. In October 2021, following a regular review of the existing peer group by WTW, the Compensation and Talent Committee approved revisions to the peer group, namely:

• adding Deckers Outdoor Corporation

• removing L Brands and Tiffany & Co. who were both subject to transaction activity that either reduced their continuing relevance and/or resulted in the lack of future disclosed compensation data being publicly available

This resulted in the peer group being reduced to 15 companies for Fiscal 2022.

Understanding compensation practices at these peer companies listed below enables the Compensation and Talent Committee to understand the relative competitiveness of our compensation in a highly competitive industry and guide compensation decisions in the context of our compensation philosophy.

Compensation Peer Group
Abercrombie & Fitch Co.	Hanesbrands Inc.	Under Armour, Inc.
American Eagle Outfitters, Inc.	Levi Strauss & Co.	Urban Outfitters Inc.
Burberry Group	lululemon athletic inc.	VF Corporation
Columbia Sportswear Company	Deckers Outdoor Corporation	Footlocker Inc.
​PVH Corp.	Ralph Lauren Corporation	​Tapestry, Inc.

At the time this peer group was determined for the Fiscal 2022 review, Capri Holdings was positioned at the 39^th percentile for revenue and 47^th percentile for market capitalization.

Performance Goal Setting and Assessment

For us to successfully link pay and performance, it is important that performance goals are set appropriately. At the beginning of each fiscal year, we engage in a thorough process to develop an internal annual operating budget. This budget reflects anticipated revenues and expenses for the fiscal year, taking into account known strategic and operational initiatives, informed by prior year performance and broader general industry trends that could impact the business positively or negatively. This internal operating budget is directly related to the guidance that we provide to investors at the beginning of the fiscal year and is the basis for the performance targets approved by the Compensation and Talent Committee. The Compensation and Talent Committee aligns target with the annual operating budget, and establishes ranges for threshold and maximum performance around target, to align pay with performance. See “—Fiscal 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive.”

Following the conclusion of the fiscal year, the Compensation and Talent Committee determines the degree of achievement in respect of the financial performance goals relative to the pre-established targets based on our final audited financial statements. As part of this determination, the Compensation and Talent Committee has the authority, based on previously approved adjustment guidelines, to make adjustments to the financial performance goals to omit, among other permitted adjustments under the Incentive Plan, 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

CAPRI HOLDINGS 49

Compensation Discussion and Analysis

and transactions (such as acquisitions or business interruption events), 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. Having reached a determination, the Compensation and Talent Committee recommends that the Board approve performance-based incentives to our executive officers at the corresponding levels, who in turn approve the incentives for each of the NEOs.

Compensation and Risk

The Compensation and Talent Committee periodically reviews with management the design elements of our compensation program to determine whether any of its aspects encourage excessive or inappropriate risk-taking, particularly as it pertains to our NEOs. In conducting this assessment, the Compensation and Talent Committee evaluates a range of factors including pay mix, the range of performance metrics used, the performance goals, ranges and vesting schedules, how performance results are certified, our performance evaluation processes, and our leadership culture and values. In addition, consideration is given to the design of our risk mitigation policies detailed below. See “Compensation and Talent Committee Risk Assessment.”

Clawback Policy

We believe that having the ability to recover compensation in defined situations enables the Company to ensure incentive payments align with the long-term shareholder experience and deters behavior that could harm the business.

Clawback Policy
Covered compensation	• Earned annual cash compensation • Awarded performance-based long-term incentives
Individuals	• Certain covered employees, which includes NEOs
Triggers	• Restatement of financial results to correct an accounting error due to:   • Material noncompliance with any financial reporting requirements under U.S. securities laws   • Any mistake in calculations, or   • Any other administrative error
Time horizon	• Three years from the first issuance of such financial results
Permitted action	• The Company may:   • Recover all or part of any annual cash incentive compensation awarded or paid to these employees, and   • Cancel and require the executive to promptly repay any excess value received pursuant to a performance-based long-term incentive award
Related powers	• Employment agreement: Similar powers with respect to the clawback of annual cash incentive compensation paid or awarded in the employment agreement with Mr. Idol (see “Executive Compensation—Employment Agreements with Our Named Executive Officers”)

In addition, our long-term incentive award agreements provide additional protections related to the breach of post-employment covenants, which we view as a necessary element of our incentive program as it deters activities that would likely cause significant competitive harm to our business. The terms 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 they are 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.

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Compensation Discussion and Analysis

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, encouraging the creation of sustainable long-term growth. Guidelines are expressed as a multiple of salary, and newly appointed executive officers have five years from their date of hire to accumulate the required level. Compliance is determined annually based on share ownership as of the first day of the fiscal year, using the average share price for the preceding fiscal year. All NEOs employed as of the last day of the fiscal year were in compliance with their respective guideline as of the measurement date.

Share Ownership Guidelines and Compliance
Position	Ownership Guideline (Dollar value of shares as a multiple of salary)(1)	Compliance
Chief Executive Officer	5.00	✔
Executive Vice President, Chief Financial Officer and Chief Operating Officer	3.00	✔
Senior Vice President, Chief People Officer	2.00	✔
Senior Vice President, General Counsel and Chief Sustainability Officer	2.00	✔
Senior Vice President, Global Operations and Head of Diversity and Inclusion	2.00	✔

(1)
Includes vested and unvested time-based RSUs, exercisable options whose strike price is greater than the Company’s share price as of the measurement date and other shares owned in private investment or savings plan accounts for purposes of determining compliance with the guidelines.

If an executive is not in compliance with the share ownership guidelines, they are 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.”

Additional Information

Severance Protection and Change in Control

In order to attract and retain the services of our incumbent NEOs and assure their continued service, the Company entered into employment agreements with each of them that specify the terms of employment, including certain compensation levels and certain severance benefits. Cash severance is limited to one-times base salary (without giving effect to any COVID-19 salary reductions) for the NEOs other than the CEO and former CEO of Michael Kors where severance is equal to two-times base salary (using pre-COVID-19 base salary in the case of Mr. Idol) plus two-times the annual cash incentive paid or payable in respect of the most recently completed fiscal year. Depending on the nature and timing of an executive departure, they may also be entitled to a pro-rata cash incentive. Additional terms related to a change in control are captured in our Incentive Plan provisions, including the accelerated vesting of long-term equity incentive awards 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. 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.

For a detailed description of the severance protections contained in each NEO’s 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.”

CAPRI HOLDINGS 51

Compensation Discussion and Analysis

Tax and Accounting Considerations

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.

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.

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 2022 Annual Meeting of Shareholders and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended April 2, 2022.

COMPENSATION AND TALENT COMMITTEE

Jean Tomlin (Chair)

Marilyn Crouther

Robin Freestone

Ann Korologos

Jane Thompson

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CAPRI HOLDINGS

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 2022 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

• 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.

CAPRI HOLDINGS 53

Executive

Compensation

Summary Compensation Table

The following table sets forth the compensation earned by, awarded, or paid to each of our named executive officers for our last three completed fiscal years:

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Share Awards ($)(2)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
John D. Idol Chairman and Chief Executive Officer	2022	1,215,000	—	8,500,021	—	4,860,000	162,810	14,737,831
	2021	24,502	—	6,000,005	—	2,025,000	143,918	8,193,425
	2020	1,350,000	—	7,499,990	—	2,700,000	205,245	11,755,235
Thomas J. Edwards, Jr. Executive Vice President, Chief Financial Officer and Chief Operating Officer	2022	745,000	—	3,000,023	—	1,500,000	8,550	5,253,573
	2021	693,333	—	1,499,993	—	360,000	4,200	2,557,526
	2020	800,000	500,000	1,499,998	—	560,000	6,188	3,366,186
Jenna Hendricks(5) Senior Vice President, Chief People Officer	2022	476,667	—	1,499,984	—	500,000	12,340	2,488,991
Krista A. McDonough Senior Vice President, General Counsel and Chief Sustainability Officer	2022	533,333	—	1,499,984	—	550,000	8,550	2,591,867
	2021	437,179	—	1,000,001	—	112,500	4,200	1,553,880
	2020	500,000	500,000	1,000,021	—	175,000	5,750	2,180,771
Daniel T. Purefoy(5) Senior Vice President, Global Operations and Head of Diversity and Inclusion	2022	372,115	—	600,005	—	375,000	—	1,347,120
	2021	346,346	—	999,996	—	90,000	—	1,436,342
Joshua Schulman(5)(6) Former Chief Executive Officer - Michael Kors	2022	646,048	700,000	14,999,989(7)	—	—	877,925	17,223,962

(1)
The amounts reported in this column for Fiscal 2020 reflect a special one-time cash incentive to Mr. Edwards and Ms. McDonough to reward these executives for their respective roles in leading the successful acquisition of Versace. The amounts reported in this column for Fiscal 2022 reflect a guaranteed bonus to Mr. Schulman for Fiscal 2022 in accordance with this employment agreement.

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EXECUTIVE COMPENSATION

(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 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2022. 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 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 2022 Compensation—Incentive Compensation—Fiscal 2022 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.

(5)
Mr. Purefoy was not a NEO for Fiscal 2020 and Ms. Hendricks and Mr. Schulman were not NEOs for Fiscal 2020 and Fiscal 2021.

(6)
Mr. Schulman served as an executive officer of the company from August 24, 2021 through March 4, 2022. Mr. Schulman ceased to be an employee of the Company as of March 7, 2022 (which was prior to the last day of Fiscal 2022).

(7)
In connection with Mr. Schulman’s separation from service and consistent with a termination without cause under the Incentive Plan and Mr. Schulman’s employment agreement, Mr. Schulman only received one-fifth of the RSUs reflected in this column. See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Incentive Compensation—Equity Incentive Compensation—Schulman New Hire Equity Award” In accordance with SEC disclosure requirements, the Summary Compensation Table shows the full grant date fair value of this award and does not reflect what Mr. Schulman ultimately received.

All Other Compensation

Perquisite	Mr. Idol ($)	Mr. Edwards ($)	Ms. Hendricks ($)	Ms. McDonough ($)	Mr. Purefoy ($)	Mr. Schulman ($)
Transportation Benefit(1)
2022	30,365	—	—	—	—	—
2021	16,027	—	(3)	—	—	(3)
2020	38,556	—	(3)	—	(3)	(3)
401(k) Company Match
2022	8,550	8,550	8,550	8,550	—
2021	4,200	4,200	(3)	4,200	—	(3)
2020	6,188	6,188	(3)	5,750	(3)	(3)
Company Paid Life Insurance Premiums
2022	50,000	—	—	—	—	—
2021	50,000	—	(3)	—	—	(3)
2020	50,000	—	(3)	—	(3)	(3)
Other
2022	73,895(2)	—	3,790(4)	—	—	877,925(5)
2021	73,691(2)	—	(3)	—	—	(3)
2020	110,501(2)	—	(3)	—	(3)	(3)

(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 $1,874 for Fiscal 2022, $22,055 for Fiscal 2021 and $20,258 for Fiscal 2020 and (ii) the aggregate incremental cost associated with personal use of the Company aircraft in the amount of $72,022 for Fiscal 2022, $51,636 for Fiscal 2021 and $90,243 for Fiscal 2020 for Mr. Idol.

(3)
Mr. Purefoy was not a NEO for Fiscal 2020 and Ms. Hendricks and Mr. Schulman were not NEOs for Fiscal 2020 and Fiscal 2021.

(4)
Represents clothing allowance for Ms. Hendricks.

(5)
For Mr. Schulman, this amount represents reimbursement of $25,000 in legal fees in connection with the negotiation of his August 2021 employment agreement plus the following cash payments made pursuant to the terms of his separation and release agreement and consistent with being terminated without cause under the terms of his employment agreement: (a) salary and target annual cash incentive continuation payments in the amount of $285,000 made in fiscal year 2022 plus (iii) payment of $567,925 representing the portion of Mr. Schulman’s annual cash incentive for Fiscal 2022 that exceeded his Fiscal 2022 guaranteed bonus, pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed.

CAPRI HOLDINGS 55

EXECUTIVE COMPENSATION

Fiscal 2022 Grants of Plan-Based Awards

The following table sets forth information on potential payment opportunities in respect of Fiscal 2022 performance under our annual Cash Incentive Plan and equity awards granted during Fiscal 2022 under our Incentive Plan:

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Type of Award	Grant Date	Threshold ($)	Target ($)	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. Idol	RSUs	6/15/21	—	—	—	—	—	—	155,025	—	—	8,500,021
	Annual Cash Incentive Plan(3)	—	0	3,645,000	4,860,000	—	—	—	—	—	—	—
Thomas J. Edwards, Jr.	RSUs	6/15/21	—	—	—	—	—	—	54,715	—	—	3,000,023
	Annual Cash Incentive Plan(3)	—	0	750,000	1,500,000	—	—	—	—	—	—	—
Jenna Hendricks	RSUs	6/15/21	—	—	—	—	—	—	27,357	—	—	1,499,984
	Annual Cash Incentive Plan(3)	—	0	250,000	500,000	—	—	—	—	—	—	—
Krista A. McDonough	RSUs	6/15/21	—	—	—	—	—	—	27,357	—	—	1,499,984
	Annual Cash Incentive Plan(3)	—	0	275,000	550,000	—	—	—	—	—	—	—
Daniel T. Purefoy	RSUs	6/15/21	—	—	—	—	—	—	10,943	—	—	600,005
	Annual Cash Incentive Plan(3)	—	0	187,500	375,000	—	—	—	—	—	—	—
Joshua Schulman	RSUs	9/1/2021	—	—	—	—	—	—	262,467	—	—	14,999,989
	Annual Cash Incentive Plan(3)	—	0	1,200,000	2,400,000	—	—	—	—	—	—	—

(1)
The share-based awards granted on June 15, 2021 will vest in 1/3 installments on each of the first three anniversary dates following the grant date, in each case, subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan. The share-based awards granted on September 1, 2021 will vest in 20% installments on each of the first five anniversary dates following the grant date. Subject to compliance with the restrictive covenants set forth in his separation and release agreement, Mr. Schulman is eligible to vest in 20% of the RSUs underlying the initial award in September 2022. Thereafter, the remaining RSUs will be forfeited.

(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 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2022.

(3)
Represents the range of possible cash payouts for Fiscal 2022 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 2022 Compensation—Incentive Compensation—Fiscal 2022 Annual Cash Incentive” for more information regarding cash incentive awards. Amounts actually earned for Fiscal 2022 are set forth in the Summary Compensation Table above.

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EXECUTIVE COMPENSATION

Employment Agreements with Our Named Executive Officers

John D. Idol

John D. Idol is employed pursuant to an employment agreement between the Company and him. Mr. Idol is not subject to a fixed term contract and his employment will continue pursuant to the employment agreement unless terminated by either party.

Pursuant to terms of his employment agreement, 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.

Mr. Idol is entitled to receive an annual base salary of at least $1.350 million (which, in light of the impact COVID-19 had on our business, Mr. Idol voluntarily elected to reduce to $1.215 million for Fiscal 2022). 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 Cash Incentive Plan which is a component of the Incentive Plan

The annual cash incentive payment is equal to a percentage of Mr. Idol’s then-current base salary with the incentive levels set at 0% for performance below established thresholds and (i) for Fiscal 2022, 300% target – 400% maximum, and (ii) for fiscal 2023 and thereafter, 200% target – 400% maximum. Mr. Idol’s actual annual cash incentive will be interpolated based on the actual level of attainment with performance components, measures and target values 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 Cash 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 will not accrue any vacation but he is entitled to take unlimited vacation so long as the vacation time does not interfere with his ability to complete his obligations under his employment agreement. 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, and Mr. Idol is entitled to use our corporate aircraft in accordance with his Aircraft Time Sharing 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 in his employment agreement); 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.

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.

CAPRI HOLDINGS 57

EXECUTIVE COMPENSATION

Thomas J. Edwards, Jr.

Pursuant to the employment agreement, effective 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 automatically renews for additional one-year terms on July 1st of each year, unless either party gives written notice of non-renewal.

Mr. Edwards is entitled to receive a base salary of $800,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Edwards voluntarily elected to reduce to $720,000 and which the Company reinstated to $750,000 effective June 1, 2021 through the end of Fiscal 2022). 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 0% for below threshold performance –100% target – 200% maximum) interpolated based on actual level of attainment 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.

Mr. 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.

Jenna Hendricks

Jenna Hendricks is employed as our Senior Vice President, Chief People Officer pursuant to an employment agreement, effective June 1, 2021, between the Company and Ms. Hendricks. Ms. Hendricks is not subject to a fixed term contract and her employment will continue pursuant to the employment agreement unless terminated by either party.

Ms. Hendricks receives a base salary of $500,000 per year. Ms. Hendricks is eligible to receive an annual cash incentive based on a percentage of her then-current base salary (with incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Ms. Hendricks 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. Hendricks receives an annual clothing allowance in the amount of $10,000 plus an additional closing allowance of $15,000 for use at any time during the term.

Ms. Hendricks 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. Hendricks 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.

Krista A. McDonough

Pursuant to the employment agreement, effective 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 $550,000 per year. 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 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment 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.

58
CAPRI HOLDINGS

EXECUTIVE COMPENSATION

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.

Daniel T. Purefoy

Pursuant to the employment agreement, effective as of March 30, 2020, between the Company and Mr. Daniel T. Purefoy, our Senior Vice President, Global Operations and Head of Diversity and Inclusion, Mr. Purefoy’s employment agreement extends through March 31, 2024 and will be automatically renewed for additional one-year terms unless either party gives written notice of non-renewal.

Mr. Purefoy receives a base salary of $400,000 per year (which, in light of the impact COVID-19 had on our business, Mr. Purefoy voluntarily elected to reduce to $360,000 and the Company reinstated to $375,000 effective May 30, 2021 through the end of Fiscal 2022). Mr. Purefoy is eligible to receive an annual cash incentive based on a percentage of his then-current base salary (with the incentive levels set at 0% for below threshold performance – 50% target – 100% maximum) interpolated based on actual level of attainment in accordance with the terms of our Cash Incentive Plan. Mr. Purefoy 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.

Mr. Purefoy is obligated to maintain 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. Purefoy 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.

Joshua Schulman

Joshua Schulman entered into an employment agreement with the Company, effective August 24, 2021, pursuant to which he was appointed as Chief Executive Officer of Michael Kors. Mr. Schulman's employment with the Company ceased on March 7, 2022, at which time the Company and Mr. Schulman entered into a separation agreement and release (the “Schulman Separation Agreement”). For a description of the Schulman Separation Agreement and a summary of the payments and benefits provided for thereunder see “—Potential Payments Upon Termination of Employment and Change in Control—Severance Benefits—Joshua Schulman.”

CAPRI HOLDINGS 59

EXECUTIVE COMPENSATION

Outstanding Equity Awards at 2022 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 2022 for each named executive officer:

	Option Awards				Share Awards
Name	Number 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 (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
John D. Idol	3,803	—	47.10	6/15/2022	—	—	—	—
	14,503	—	49.88	6/15/2023	—	—	—	—
	45,937	15,312	67.52	6/15/2025	—	—	—	—
	—	—	—	—	456,662(3)	23,285,195	—	—
	—	—	—	—	148,405(4)	7,567,171	—	—
Thomas J. Edwards, Jr.	9,188	3,062	67.52	6/15/2025	—	—	—	—
	—	—	—	—	128,649(3)	6,559,813	—	—
	—	—	—	—	29,681(4)	1,513,434	—	—
Jenna Hendricks	—	—	—	—	45,388(3)	2,314,334	—	—
Krista A. McDonough	6,885	—	34.68	6/15/2024	—	—	—	—
	3,675	1,225	67.52	6/15/2025	—	—	—	—
	—	—	—	—	76,672(3)	3,909,505	—	—
	—	—	—	—	19,788(4)	1,008,990	—	—
Daniel T. Purefoy	—	—	—	—	71,542(3)	3,647,927	—	—
Joshua Schulman	—	—	—	—	52,494(5)	2,676,669	—	—

(1)
The share options with an exercise price of (i) $47.10 per share were granted on June 15, 2015 and (ii) $49.88 per share were granted on June 15, 2016 and are immediately exercisable as of the last day of Fiscal 2022. The share options with an exercise price of (i) $34.68 per share were granted on June 15, 2017 and (ii) $67.52 per share were granted on June 15, 2018 and will vest 25% each year over four years on each of the first four anniversaries of the date of grant.

(2)
The aggregate market or payout value of unvested or unearned shares is based on $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).

(3)
These RSUs vest 25% each year over four years on each of the first four anniversaries of the date of grant, except for the awards granted to the NEOs on June 15, 2020 and June 15, 2021, which vest in equal installments over three years on the anniversary of the date of grant, in each case, subject to the NEO’s continued employment with the Company through the vesting date, unless the executive officer dies, becomes permanently disabled or is retirement eligible under the Incentive Plan.

(4)
Reflects PRSUs that were deemed earned but not yet vested as of the last day of Fiscal 2022.

(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman's compliance with certain restrictive covenants in accordance with the Schulman Separation Agreement and consistent with his original employment agreement. All other RSUs were forfeited by Mr. Schulman as of the separation date.

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CAPRI HOLDINGS

EXECUTIVE COMPENSATION

Option Exercises and Shares Vested During Fiscal 2022

	Option Awards		Share Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
John D. Idol	103,801(1)	2,286,599	212,357	11,609,201
Thomas J. Edwards, Jr.	—	—	70,626	3,918,250
Jenna Hendricks	2,762(2)	113,018	11,013	603,283
Krista A. McDonough	—	—	31,661	1,731,395
Daniel T. Purefoy	—	—	60,026	3,041,161
Joshua Schulman	—	—	—	—

(1)
Reflects the exercise in February 2022 of options with a $47.10 exercise price granted in June 2015 that were scheduled to expire on June 15, 2022.

(2)
Reflects the exercise in July 2021 of options with a $12.12 exercise price granted in August 2011 that were scheduled to expire on August 11, 2021.

Fiscal 2022 Non-Qualified Deferred Compensation

Name	Executive Contributions ($) in Last FY(1) (2022)	Registrant Contributions ($) in Last FY (2) (2022)	Aggregate Earnings/(Losses) ($) in Last FY(3) (2022)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance ($) at Last FYE (2022)(4)
John D. Idol	—	—	—	—	—
Thomas J. Edwards, Jr.	—	—	—	—	—
Jenna Hendricks	—	—	2,148	—	50,966
Krista A. McDonough	45,417	—	(1,679)	—	130,706
Daniel T. Purefoy	—	—	—	—	—
Joshua Schulman	—	—	—	—	—

(1)
Amounts shown in this column represent elective salary and/or annual cash incentive deferrals made by NEOs into the Deferred Compensation Plan in Fiscal 2022. All contributions shown are also reported as “Salary” and/or “Non-Equity Incentive Plan Compensation,” as applicable, for Fiscal 2022 in the Summary Compensation Table.

(2)
In Fiscal 2022, the Company did not make any matching contributions to the accounts of employees who participated in the Deferred Compensation Plan.

(3)
Amounts shown in this column represent total investment earnings (losses) under the Deferred Compensation Plan. The Deferred Compensation Plan does not pay above-market or preferential earnings on compensation that is deferred, and the amounts shown in this column are not reported as compensation in the Summary Compensation Table.

(4)
The aggregate balance in this column includes contributions, net of withdrawals and distributions, and total investment earnings (losses) for each NEO under the Deferred Compensation Plan in Fiscal 2022. Amounts shown in this column include amounts that were reported as compensation in the Summary Compensation Table to the extent that such amounts were contributed by the executive or the Company but not to the extent that such amounts represent earnings (losses). See Note (3) above.

See “Compensation Discussion and Analysis—Fiscal 2022 Compensation—Other Compensation” for a description of the Deferred Compensation Plan.

CAPRI HOLDINGS 61

EXECUTIVE COMPENSATION

Potential Payments Upon Termination of Employment or Change in Control

The following summaries and tables (including the Potential Payments Upon Termination of Employment and Change in Control Table) describe and quantify the potential payments and benefits that would be payable to our named executive officers in connection with termination of employment and/or change in control. In determining amounts payable, we have assumed in all cases that the termination of employment and/or change in control occurred on April 2, 2022 (the last day of Fiscal 2022). The amounts that would actually be paid to our executive officers upon a termination of employment and/or change in control will depend on the circumstances and timing of such termination or change in control.

Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay, any vested balance in his or her 401(k) plan and the ability to convert individual life insurance.

Severance Benefits

John D. Idol

Mr. Idol’s employment agreement continues until it is terminated in accordance with its terms. Mr. Idol agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least six months’ notice.

Mr. Idol’s employment agreement will terminate upon Mr. Idol’s death or “Total Disability” (as defined in his employment agreement) or with Good Reason, subject to certain notice and cure rights. We may terminate Mr. Idol’s employment for Cause (as defined in his employment agreement) upon 10 days’ advance written notice, subject to Mr. Idol having certain rights to meet with the Board, and a majority of the Board must approve his dismissal.

If Mr. Idol’s employment is terminated by us without Cause or by him for Good Reason, he will be entitled to receive a pro rata portion of his annual cash incentive (as described under “—Employment Agreements with Our Named Executive Officers—John D. Idol”) that would have been payable in respect of the fiscal year, or part fiscal year, as of the date of termination plus severance equal to two times (1) the sum of his then-current base salary and (2) the annual cash incentive paid or payable to him with respect to the Company’s last full fiscal year, payable in a single lump sum within 30 days following termination as well as payment of any accrued benefits including earned but unpaid base salary, cash incentives and reimbursement of any reimbursable expenses incurred prior to the termination date. If Mr. Idol dies or has a Total Disability, in addition to the accrued benefits referenced above, Mr. Idol (or his estate, as applicable) is entitled to a pro rata portion of his cash incentive that would have been payable to Mr. Idol in respect of such fiscal year as of the date of death or Total Disability. He would also be entitled to a benefit under his whole life insurance policy (currently valued at approximately $5.0 million) and his term life insurance policy (currently valued at approximately $500,000) upon termination due to death. In the event Mr. Idol is terminated for Cause, he is not entitled to receive any compensation or benefits other than for accrued benefits (including base salary earned but not yet paid, vested equity, his annual cash incentive with respect to any performance period that has been completed prior to the termination date, and such other accrued obligations as defined in his employment agreement).

“Good Reason” is defined in Mr. Idol’s employment agreement as:

• the assignment of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of his title or position,

• the Company’s failure to perform substantially any material term of his employment agreement and such failure, if curable, is not cured within 60 days after the Company receives notice of the breach,

• Mr. Idol’s office is relocated more than 50 miles from his then-current office,

• the employment agreement is not assumed by any successor-entity to the Company following a change in control (as defined in the Incentive Plan),

• Mr. Idol’s duties or responsibilities are significantly reduced, except with respect to any corporate action initiated or recommended by Mr. Idol and approved by the Board, including any succession planning initiated and recommended by Executive,

• Mr. Idol is involuntarily removed from the Board (other than in connection with a termination for Cause, voluntary termination without Good Reason, death or Total Disability), or

• subject to the terms of the employment agreement, the Board is managing the day-to-day operations of the Company and, after receipt of written notice from Mr. Idol and sufficient time to cease such involvement, the Board continues to do so.

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CAPRI HOLDINGS

EXECUTIVE COMPENSATION

“Cause” is defined in Mr. Idol’s employment agreement as Mr. Idol’s:

• gross negligence, willful misconduct or dishonesty in performing his duties,

• conviction of a felony (other than a felony involving a traffic violation),

• commission of a felony involving fraud or other business crime against the Company or any of its subsidiaries, or

• breach of the no-hire, confidentiality or non-compete covenants contained in his employment agreement if such breach, if curable, is not cured within 30 days after written notice of such breach.

Thomas J. Edwards, Jr.

Mr. Edwards’ employment agreement continues until it is terminated in accordance with its terms. Mr. Edwards agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.

If Mr. Edwards’ employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. Edwards for “Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to $800,000 (which equates to one year of his base salary prior to the voluntary reduction in salary applicable to Mr. Edwards due to COVID-19), payable in equal installments over such one-year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and his execution of a release of claims.

“Good Reason” is defined in Mr. Edwards’ employment agreement as a significant reduction of his duties or responsibilities relating to the position of Chief Financial Officer, except with respect to any Company action initiated or recommended by him and approved by the Board, or a material breach by the Company of its obligations under his employment agreement, in each case, that it has failed to cure (as determined by the Company acting in good faith) within 30 days following notice.

“Cause” is defined in Mr. Edwards’ employment agreement as Mr. Edwards’:

• material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach,

• insubordination or refusal to perform his duties under his employment agreement for at least five days following notice from the Company,

• gross negligence, willful misconduct or dishonesty in performing his duties or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,

• commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or

• possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.

Jenna Hendricks

Ms. Hendricks’ employment agreement continues until it is terminated in accordance with its terms. Ms. Hendricks agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least 90 days’ notice.

If Ms. Hendricks’ employment is terminated by us without “Cause” (as defined in her employment agreement) or by Ms. Hendricks for “Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to $500,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.

“Good Reason” is defined in Ms. Hendricks’ employment agreement as a significant reduction of her duties or responsibilities relating to the role of Chief People Officer, except with respect to any action initiated by Ms. Hendricks and approved by the Company, or a material breach by the Company of its obligations under her employment agreement that is not cured within 30 days following notice of such breach.

CAPRI HOLDINGS 63

EXECUTIVE COMPENSATION

“Cause” is defined in Ms. Hendricks’ employment agreement as Ms. Hendricks’:

• material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach,

• insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company,

• gross negligence, willful misconduct or dishonesty in performing her duties under the employment agreement or with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,

• commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or

• possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.

Krista A. McDonough

Ms. McDonough’s employment agreement continues until it is terminated in accordance with its terms. Ms. McDonough agreed not to terminate her employment for any reason (other than “Good Reason” (as defined in her employment agreement)) without giving the Company at least four weeks’ notice.

If Ms. McDonough’s employment is terminated by us without “Cause” (as defined in her employment agreement) or by Ms. McDonough for “Good Reason” (as defined in her employment agreement), she will be entitled to receive severance pay equal to $550,000, payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that she receives from other employment during the severance period and her execution of a release of claims.

“Good Reason” is defined in Ms. McDonough’s employment agreement as a material breach by the Company of its obligations under her employment agreement that is not cured within 30 days following notice of such breach.

“Cause” is defined in Ms. McDonough’s employment agreement as Ms. McDonough’s:

• material breach of her obligations under her employment agreement that is not cured within 30 days following notice of such breach,

• insubordination or refusal to perform her duties under her employment agreement for at least five days following notice from the Company,

• misconduct with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,

• commission of a fraud or theft against the Company or any of its affiliates or licensees or her conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or

• possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs her ability to perform her duties under her employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.

Daniel T. Purefoy

Mr. Purefoy’s employment agreement continues until it is terminated in accordance with its terms. Mr. Purefoy agreed not to terminate his employment for any reason (other than “Good Reason” (as defined in his employment agreement)) without giving the Company at least two months’ notice.

If Mr. Purefoy’s employment is terminated by us without “Cause” (as defined in his employment agreement) or by Mr. Purefoy for “Good Reason” (as defined in his employment agreement), he will be entitled to receive severance pay equal to $400,000 (which equates to one year of his base salary prior to the voluntary reductions in salary applicable to Mr. Purefoy due to COVID-19), payable in equal installments over such one year period consistent with our payroll practice and continuation of medical, dental and insurance benefits, subject to offset for any compensation and benefits that he receives from other employment during the severance period and his execution of a release of claims.

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CAPRI HOLDINGS

EXECUTIVE COMPENSATION

“Good Reason” is defined in Mr. Purefoy’s employment agreement as the significant reduction of his duties or responsibilities relating to his position, except with respect to any action initiated or recommended by Mr. Purefoy and approved by the Company, or a material breach by the Company of its obligations under his employment agreement that is not cured within 30 days following notice of such breach.

“Cause” is defined in Mr. Purefoy’s employment agreement as Mr. Purefoy’s:

• material breach of his obligations under his employment agreement that is not cured within 30 days following notice of such breach,

• insubordination or refusal to perform his duties under his employment agreement for at least five days following notice from the Company,

• gross negligence, willful misconduct or dishonesty in performing his duties under his employment agreement with respect to the Company or any of its affiliates or licensees, or any of their respective businesses, assets or employees,

• commission of a fraud or theft against the Company or any of its affiliates or licensees or his conviction for the commission of, or aiding or abetting, a felony or of a fraud or a crime involving moral turpitude or a business crime, or

• possession or use of illegal drugs or prohibited substances, the excessive drinking of alcoholic beverages on a recurring basis which impairs his ability to perform his duties under his employment agreement, or the appearance during hours of employment on a recurring basis of being under the influence of such drugs, substances or alcohol.

Joshua Schulman

On March 7, 2022, Mr. Schulman was terminated without “Cause” as defined in his employment agreement. In connection with Mr. Schulman’s separation of employment with the Company, the Company and Mr. Schulman entered into the Schulman Separation Agreement which provided for the following payments and benefits and are the same severance benefits that were provided for under Mr. Schulman’s underlying employment agreement:

• Continued payment of Mr. Schulman’s base salary (at a rate of $1,300,000) for a period of two (2) years,

• Payment equivalent to two (2) years of his target annual cash incentive (using a base salary of $1,300,000 and a target of 200%),

• Payment of $700,000 as a guaranteed bonus for Fiscal 2022 (the “FY 22 Guaranteed Bonus”) plus an additional payment, based on actual Fiscal 2022 performance, to the extent actual performance results in a bonus payment in excess of the FY 22 Guaranteed Bonus, and pro-rated for the portion of Fiscal 2022 that Mr. Schulman was actually employed by the Company (28 out of 53 weeks) (the “FY 22 Additional Pro Rata Bonus”), and

• Continued vesting of Mr. Schulman’s unvested restricted share units that have a vesting date within 12 months of the separation date.

All payments under the Schulman Separation Agreement will be made less applicable tax withholdings and payroll deductions.

The Schulman Separation Agreement also contains a mutual release of claims, mutual non-disparagement provisions and requires that Mr. Schulman comply with confidentiality and non-solicitation restrictive covenants. The Company also agreed to reduce Mr. Schulman’s non-compete obligations to a six-month period expiring on September 2, 2022.

This below table summarizes amounts owed or paid to Mr. Schulman under the Schulman Separation Agreement, updated for the Company’s actual financial results in Fiscal 2022:

Compensation and Benefits due to Joshua Schulman under the Schulman Separation Agreement
Salary Continuation Severance Payments(1)(2)	$2,600,000
Health and Other Benefits Continuation	$—
Annual Cash Incentive Continuation Severance Payments(1)(2)	$5,200,000
FY 22 Guaranteed Bonus(3)	$700,000
FY 22 Additional Pro Rata Bonus(3)	$567,925
Intrinsic Value of Unvested LTI Awards that Continued Vesting upon Termination(4)
Stock Options	$—
RSUs(5)	$2,676,669
Total	$11,744,594

(1)
Payments will be made over two years.

CAPRI HOLDINGS 65

EXECUTIVE COMPENSATION

(2)
Pro rata portion of salary continuation severance payments and annual cash incentive continuation severance payments from the separation date through the last day of Fiscal 2022 are shown in the Summary Compensation Table as “All Other Compensation.”

(3)
The FY 22 Guaranteed Bonus is reported in the Summary Compensation Table as “Bonus,” and the FY 22 Additional Pro Rata Bonus is reported in in the Summary Compensation Table as “All Other Compensation.”

(4)
The intrinsic value of RSUs is the number of shares expected to vest multiplied by $50.99, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).

(5)
Reflects RSUs that will vest on September 1, 2022, subject to Mr. Schulman’s compliance with certain restrictive covenants in accordance with the Schulman Separation Agreement. The number of RSUs that will vest represent 20% of Mr. Schulman’s “Share Awards,” as reported in the Summary Compensation Table. All other RSUs were forfeited by Mr. Schulman as of the separation date.

Change in Control Benefits

If a change in control were to have occurred on April 2, 2022, and none of our named executive officers were terminated, there would have been no payments due to our named executive officers under our Incentive Plan or their respective employment agreements. We do not provide our named executive officers with any single-trigger change in control payments or benefits unless, in the event of a change in control, the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards issued under the Incentive Plan or assume the obligations under the applicable employment agreement. If awards are assumed or substituted, the Incentive Plan provides for double-trigger vesting if the employee is terminated in certain limited circumstances within 24 months following a change in control.

In the event of a change in control of the Company, with respect to each outstanding award, such outstanding award will, except as otherwise set forth in the Incentive Plan, continue in effect, or be assumed or an equivalent award substituted by a successor company, and unless otherwise provided in an award agreement prior to June 25, 2020, the portion of any such award subject to performance-based vesting (including, without limitation, any PRSUs) will have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have expired, but will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control without any performance-based condition. In addition, each NEO’s share options and other share-based awards granted pursuant to the Incentive Plan will become 100% vested in connection with any termination by us without “cause” or by the executive for “good reason” (each as defined in the Incentive Plan) that occurs within 24 months following a change in control.

A “change in control” is generally defined in the Incentive Plan and/or the executive’s employment agreement as:

• during any 24-month period, the individuals serving on the Board cease to comprise a majority of the Board,

• the acquisition by a third party of securities representing 30% or more of the voting power of the Company,

• the consummation of a merger, consolidation or similar corporate transaction that requires approval of the Company’s shareholders, unless: (i) more than 50% of the voting power is retained by the holders of the voting securities immediately prior to the transaction, (ii) no person acquires securities of the Company representing more than 30% of the total voting power of the Company, and (iii) at least a majority of the directors on the Board were the same as those serving immediately prior to the transaction, or

• the shareholders of the Company approve a complete liquidation of the Company or sale of substantially all of the assets of the Company.

No named executive officer has any right to receive a “gross up” for any excise tax imposed by Section 4999 of the Code, or any other U.S. federal, state or local income tax.

66
CAPRI HOLDINGS

EXECUTIVE COMPENSATION

Treatment of Long-Term Equity Incentives Upon Termination or Change in Control

In general, unless stated otherwise in an employment agreement, the share options and other share-based awards granted to our named executive officers under the Incentive Plan would have been treated as follows in the event of termination or change in control in Fiscal 2022:

Reason for Termination	Impact on Equity Awards
Voluntary by Executive (No Grounds for Company to Terminate for Cause)	Unvested share options, RSUs and PRSUs are forfeited Vested share options are exercisable for 30 days following termination
By Company without Cause	Unvested share options, RSUs and PRSUs are forfeited Vested share options are exercisable for 90 days following termination
By Company for Cause	Vested but unexercised share options and unvested share options are forfeited and unvested RSUs and PRSUs are forfeited
Death or Disability	All unvested share options and RSUs will vest in full and unvested PRSUs will vest at target Vested share options are exercisable by executive or beneficiary (as applicable) for one year following death or disability (or, if earlier, the expiration date set forth in the applicable award agreement)
Retirement (at least age 60 plus at least 10 years of service)	Unvested share options and RSUs will continue to vest on the applicable vesting schedule Unvested PRSUs will vest at the end of the performance period based on actual performance on a pro rata basis based on the number of completed months worked during the performance period Vested share options are exercisable for four years following retirement (or, if earlier, the expiration date set forth in the applicable award agreement)
Termination on (or within 24 months of) Change in Control by Company without Cause or by Executive with Good Reason	Vesting of unvested share options will be accelerated and remain fully exercisable for a two-year period (or, if earlier, the expiration date set forth in the applicable award agreement) Unvested RSUs will fully vest and all restrictions, limitations and conditions will lapse
Change in Control without Termination	There is no single-trigger accelerated vesting of any awards issued to date, unless the successor corporation does not assume (or substitute on a substantially equivalent basis) the awards Unvested PRSUs will vest at target and any performance conditions and performance periods will lapse, but the awards will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the award immediately prior to the change in control, unless otherwise provided in an award agreement prior to June 25, 2020

Potential Payments Upon Termination of Employment and Change in Control Table

The Potential Payments Upon Termination of Employment and Change in Control Tables below set forth the estimated payments and benefits that would be due to each of the named executive officers in the event of a termination of employment or change in control of the Company as of April 2, 2022 (the last day of Fiscal 2022). Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in the tables below assume all accrued obligations (including base salary earned but not yet paid, vested equity, any annual cash incentive with respect to any performance period that has been completed prior to the termination date, and any other accrued obligations as defined in an executive’s employment agreement) have been paid as of the termination of employment or change of control date. These estimates are merely illustrative of the impact of hypothetical events, based on the terms of arrangements then in effect. The amounts to be payable upon an actual termination of employment can only be determined at the time of such event, based on the facts and circumstances then prevailing.

Regardless of the reason for a named executive officer’s termination of employment, he or she may be entitled to receive certain other amounts or accrued benefits, including unused vacation pay and any vested balance in his or her 401(k) plan or deferred compensation plan.

Mr. Schulman has been omitted from these tables because he was not employed by us as of the last day of Fiscal 2022. Please see the discussion above under “—Severance Benefits—Joshua Schulman” for the actual amounts paid or payable to him pursuant to the Schulman Separation Agreement.

CAPRI HOLDINGS 67

EXECUTIVE COMPENSATION

John Idol	Voluntary Termination	Retirement	Disability	Death	Cause	By the Company Without Cause or by Executive with Good Reason	By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control
Cash Severance(1)	—	—	—	—	—	$6,750,000	$6,750,000
Annual Incentive Compensation(2)	—	—	$4,860,000	$4,860,000	—	$4,860,000	$4,860,000
Benefits(3)	—	—	—	$5,500,000	—	—	—
Vesting of Annual Long-Term Incentives(4)	$30,852,366	$30,852,366	$30,852,366	$30,852,366	—	$30,852,366	$30,852,366
Total	$30,852,366	$30,852,366	$35,712,366	$41,212,366	$0	$42,462,366	$42,462,366

Thomas J. Edwards, Jr.	Voluntary Termination	Retirement	Disability	Death	Cause	By the Company Without Cause or by Executive with Good Reason	By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control
Cash Severance(5)	—	—	—	—	—	$800,000	$800,000
Annual Incentive Compensation	—	—	—	—	—	—	—
Benefits(6)	—	—	—	—	—	$11,838	$11,838
Vesting of Annual Long-Term Incentives(7)	—	—	$8,073,247	$8,073,247	—	—	$8,073,247
Total	$0	$0	$8,073,247	$8,073,247	$0	$811,838	$8,885,085

Jenna Hendricks	Voluntary Termination	Retirement	Disability	Death	Cause	By the Company Without Cause or by Executive with Good Reason	By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control
Cash Severance(5)	—	—	—	—	—	$500,000	$500,000
Annual Incentive Compensation	—	—	—	—	—	—	—
Benefits(6)	—	—	—	—	—	$557	$557
Vesting of Annual Long-Term Incentives(7)	—	—	$2,314,334	$2,314,334	—	—	$2,314,334
Total	$0	$0	$2,314,334	$2,314,334	$0	$500,557	$2,814,891

68
CAPRI HOLDINGS

EXECUTIVE COMPENSATION

Krista A. McDonough	Voluntary Termination	Retirement	Disability	Death	Cause	By the Company Without Cause or by Executive with Good Reason	By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control
Cash Severance(5)	—	—	—	—	—	$550,000	$550,000
Annual Incentive Compensation	—	—	—	—	—	—	—
Benefits(6)	—	—	—	—	—	$17,971	$17,971
Vesting of Annual Long-Term Incentives(7)	—	—	$4,918,495	$4,918,495	—	—	$4,918,495
Total	$0	$0	$4,918,495	$4,918,495	$0	$567,971	$5,486,466

Daniel T. Purefoy	Voluntary Termination	Retirement	Disability	Death	Cause	By the Company Without Cause or by Executive with Good Reason	By the Company Without Cause or by Executive with Good Reason on or within 24 months of Change in Control
Cash Severance(5)	—	—	—	—	—	$400,000	$400,000
Annual Incentive Compensation	—	—	—	—	—	—	—
Benefits(6)	—	—	—	—	—	$19,862	$19,862
Vesting of Annual Long-Term Incentives(7)	—	—	$3,647,927	$3,647,927	—	—	$3,647,927
Total	$0	$0	$3,647,927	$3,647,927	$0	$419,862	$4,067,789

(1)
Reflects severance pay equal to two times the sum of: (i) $1.35 million (which equals base salary Mr. Idol is contractually entitled to without giving effect to any voluntary reduction in base pay) and (ii) the annual cash incentive paid to him with respect to the Company’s last full fiscal year ended prior to the termination date (Fiscal 2021), payable in a single lump sum within 30 days following the date of termination. Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in this row assume all accrued obligations under Mr. Idol’s employment agreement have been paid.

(2)
Represents payment of the annual cash incentive for Fiscal 2022 which executive is entitled to pursuant to his employment agreement in the event of death or total disability or upon a termination by the Company without “cause” or by Mr. Idol for “good reason.” Because termination is assumed to have occurred on the last day of Fiscal 2022, the amounts presented in this row assume all accrued obligations with respect to any cash incentive payment for a completed fiscal period which may be due and owing to Mr. Idol under other termination scenarios under his employment agreement have been paid.

(3)
Mr. Idol is entitled to a death benefit of $5.0 million and $500,000 under his whole life insurance policy and term life insurance policy, respectively.

(4)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Mr. Idol is retirement eligible under the Incentive Plan and the amount in this row represents the value associated with the acceleration or continuation (as the case may be) of the vesting of equity awards pursuant to the terms of the Incentive Plan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).

(5)
Reflects severance pay equal to one year of executive’s Fiscal 2022 base salary (without giving effect to any reduction) payable in equal installments over a one-year period consistent with our payroll practices pursuant to the terms of executive’s employment agreement.

(6)
Represents the cost of continuation of medical, dental, and basic life and accidental death and dismemberment insurance benefits for executive for one year to the extent the NEO is entitled to benefits continuation pursuant to the terms of executive’s employment agreement.

(7)
Excludes awards that are already vested as of April 2, 2022 and out of the money unvested options. Represents the value of accelerated vesting for awards that will become fully vested and exercisable upon death or disability or a termination by the Company without “cause” or by the NEO for “good reason” within 24 months following a change in control, pursuant to the terms of the Incentive Plan, using $50.99 per share, which is the closing price of the Company’s ordinary shares on the NYSE on April 1, 2022 (the last business day of Fiscal 2022).

CAPRI HOLDINGS 69

CEO Pay Ratio

We are a global fashion luxury group operating in three principal geographic markets: the Americas (including North America, Latin America and the Caribbean), Europe and Asia. Presented below is the ratio of the annual total compensation paid to John D. Idol, our Chief Executive Officer, in Fiscal 2022 to the annual total compensation of our median employee, excluding Mr. Idol’s compensation. This ratio is a reasonable estimate calculated in compliance with Item 402(u) of Regulation S-K of the Securities Act.

Methodology

The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” were as follows:

• We selected February 1, 2022 as the date on which to determine our median employee.

• As of the determination date, we employed approximately 13,575 employees, consisting of approximately 10,240 full-time employees and approximately 3,335 part-time employees. Out of the total employee population as of the determination date, approximately 10,124 were engaged in retail selling or administrative positions.

• We relied on the de minimis exemption provided for under the pay ratio disclosure rules which permit us to exclude non-U.S. employees constituting less than 5% of the total employee population from the median employee calculation.

• We excluded 678 employees (representing 4.99% of our total employee population, excluding the CEO, as of February 1, 2022) from 14 countries as follows: 349 employees in Spain, 119 employees in Taiwan, China, 21 employees in Czechia, 48 employees in Poland, 34 employees in Hungary, 9 employees in Romania, 42 employees in Malaysia, 10 employees in Latvia, 16 employees in Panama, 9 employees in Chile, 7 employees in Aruba, 5 employees in Colombia, 5 employees in Barbados and 4 employees in St. Maarten.

• We analyzed the actual total earnings compiled from our payroll records for the one-year period ending December 31, 2021 to determine the median employee. Actual earnings included base pay, overtime compensation, bonuses and other incentive pay (including commissions, fringe benefits and 401(k) match).

• We annualized the compensation of the employees who were hired during the applicable period, but who did not work for us during the entire 12 months.

• We did not make any cost-of-living adjustments to adjust for employees living outside of New York City.

• For employees in foreign jurisdictions, we converted amounts paid in local currencies to U.S. dollars using the exchange rate as of February 1, 2022.

Calculation

• We determined that our median employee was a part-time, hourly retail sales assistant located in the United States.

• The estimated annual total compensation for our median employee was $27,198.

• Fiscal 2022 annual total compensation for our Chief Executive Officer as set forth in the Summary Compensation Table was $14,737,831.

• The estimated ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for Fiscal 2022 was 542 to 1.

70
CAPRI HOLDINGS

Director Compensation

Director Compensation Generally

Non-employee directors receive annual cash compensation comprised primarily of an annual cash retainer (including additional cash retainers for the lead director and committee chairs) and additional cash compensation for committee service. Due to the impact of COVID-19, during Fiscal 2022, directors earned 90% of their pre-COVID-19 annual cash compensation through January 31, 2022. Thereafter, from February 1, 2022 through the conclusion of Fiscal 2022, director cash compensation was increased above pre-COVID-19 levels based on an analysis of director compensation for our peers prepared by our compensation consultant, WTW.

	Pre-COVID-19	Fiscal 2022 (through January 31, 2022)	Fiscal 2022 (with effect from February 1, 2022)
Annual Cash Retainer	$90,000	$81,000	$100,000
Additional Cash Retainers
Lead Director	$40,000	$36,000	$50,000
Audit Committee Chair	$30,000	$27,000	$35,000
Compensation and Talent Committee Chair	$25,000	$22,500	$30,000
Governance, Nominating and CSR Committee Chair	$25,000	$22,500	$30,000
Committee Cash Service Payment	$12,500 per committee	$11,250 per committee	$12,500 per committee
Travel Fee	$3,000 per intercontinental trip to Board meeting	$3,000 per intercontinental trip to Board meeting(1)	$3,000 per intercontinental trip to Board meeting(1)

(1)
There was no international travel for the Board during Fiscal 2022 due to COVID-19.

Directors who are employees receive no additional compensation for their services as directors. A portion of John D. Idol’s annual base salary, equal to one-fourth of the amount of the annual retainer paid to the Company’s independent directors, is payable to him by the Company on a quarterly basis at the same time such retainer is paid to the independent directors of the Company. This is not additional compensation for Mr. Idol and is merely an allocation of salary from the U.S. entity that employs him to the Company for his services as a director of the Company.

In addition to the annual cash fees set forth in the table above, each non-employee director is entitled to receive an annual grant of RSUs under our Incentive Plan with a fair value at the time of grant equal to approximately $150,000, which generally cliff vests on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant. Non-employee directors may defer settlement of the RSUs beyond the vesting date in accordance with Section 409A of the Code. Our annual equity grants to non-employee directors are made on the date of the annual meeting of shareholders. Generally, any non-employee director appointed to our Board subsequent to the date of the annual meeting of shareholders is granted, on the date of such appointment, a pro rata portion of the annual equity grant based on the time between the director’s date of appointment and the next annual meeting of shareholders.

Our directors are permitted to use the Company aircraft to travel to and from Board and committee meetings, and we reimburse our non-employee directors for reasonable travel and other related expenses in connection with such meetings. Non-employee directors (like all of our eligible full-time employees) are also provided with a merchandise discount on our products.

CAPRI HOLDINGS 71

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth the amount of compensation earned by each of our non-employee directors for service on our Board during Fiscal 2022:

Name	Fees Earned or Paid in Cash ($)	Share Awards ($)(1)(2)	All Other Compensation	Total ($)
M. William Benedetto	51,667	—	66,672(3)	118,339
Marilyn Crouther	97,500	150,000	—	247,500
Robin Freestone	175,833	150,000	—	325,833
Judy Gibbons	142,500	150,000	—	292,500
Ann Korologos	116,667	150,000	—	266,667
Stephen F. Reitman	116,667	150,000	—	266,667
Jane Thompson	116,667	150,000	—	266,667
Jean Tomlin	142,500	150,000	—	292,500

(1)
The amounts reported in this column 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 weighted average assumptions for share-based awards are set forth in Note 16 (Share-Based Compensation) to our audited financial statements included in our Annual Report on Form 10-K for Fiscal 2022.

(2)
These RSUs generally vest on the earlier of the one year anniversary of the date of grant or the Company’s annual shareholder meeting that occurs in the calendar year following the date of grant, but settlement may be deferred in accordance with Section 409A of the Code.

(3)
Mr. Benedetto did not stand for re-election at our 2021 Annual Meeting and ceased to be a Director of the Company on July 28, 2021. At that same time, Mr. Benedetto was engaged to provide consulting on an as-needed basis for a one-year period in order to assist with transitioning the role of independent Lead Director, on-boarding new Board candidates (i.e., Ms. Crouther), and otherwise serving as an advisor to the Chairman.

Director Share Ownership Guidelines

We have share ownership guidelines for our non-employee directors, which provide that each non-employee director must attain ownership of an amount of shares equal to at least five times the annual cash retainer for directors within five years from the date such non-employee director is appointed to the Board.

Independent Director Share Ownership at Fiscal Year End

As of the end of Fiscal 2022, each non-employee director held ordinary shares and/or unvested RSUs in accordance with our share ownership guidelines as follows:

Name	Ordinary Shares	Meets Guidelines
Marilyn Crouther(1)	3,035	✘
Robin Freestone	16,101	✔
Judy Gibbons	31,005	✔
Ann Korologos	34,320	✔
Stephen F. Reitman	13,647	✔
Jane Thompson	21,132	✔
Jean Tomlin	22,128	✔

(1)
Ms. Crouther has until June 1, 2026 to meet the guideline.

72
CAPRI HOLDINGS

PROPOSAL NO. 4

Approval of Capri Holdings Limited

Third Amended and Restated Omnibus Incentive Plan

Our Board of Directors is submitting the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan (the “Amended Incentive Plan”) for shareholder approval at the annual meeting. The Amended Incentive Plan is an amendment and restatement of the Capri Holdings Limited Second Amended and Restated Incentive Plan (the “Existing Incentive Plan”), which was first adopted by our Board of Directors on June 25, 2020, and approved by our shareholders on September 23, 2020.

The Board is seeking shareholder approval of the Amended Incentive Plan because the Board believes the Amended Incentive Plan is the best way to continue to motivate employees and non-employee directors to further the growth, development and financial success of Capri, and continue to enable us to attract, motivate and retain the services of employees and non-employee directors who are essential to our long-term success by offering them an opportunity to own, and benefit from the ownership of, Capri ordinary shares.

The Board of Directors believes that the Amended Incentive Plan is a critical part of our pay-for-performance incentive compensation program. On an annual basis, we grant long-term share-based awards to more than 450 of our employees around the world, including our executive officers, any employee with a title of director-level or above, including key retail field personnel, and non-employee directors. Long-term equity incentive compensation aligns the interests of our key employees with our shareholders, and gives us a competitive edge to attract and retain top talent in the luxury retail industry. Accordingly, our Board believes that it is in the best interests of our Company and our shareholders to approve the Amended Incentive Plan.

In Fiscal 2022, more than 83% percent of equity awards granted under the Existing Incentive Plan were granted to employees other than our NEOs and long-term equity incentive awards covering approximately 1.73 million ordinary shares (excluding forfeitures) were issued from our Existing Incentive Plan. We anticipate issuing long-term equity incentive awards covering approximately 1.47 million ordinary shares from our Existing Incentive Plan in June 2022 in accordance with our historical grant cycle. This will leave us with approximately 2.6 million ordinary shares available for grant which may be insufficient to satisfy our long-term equity incentive compensation needs through our next annual grant cycle in June 2023 under the Existing Incentive Plan particularly if COVID-19, supply chain challenges, inflation and other macroeconomic factors continue to put downward pressure on our share price which would require us to issue more shares even though we expect to retain normal share grant levels for our typical pool of eligible employees. We do not anticipate any material changes to the types of awards, the fair market value of the awards or the number of award recipients under the Existing Incentive Plan.

We believe that the Existing Incentive Plan should be amended to reserve an additional 3,625,000 ordinary shares for awards (the “Share Increase”). If our shareholders do not approve the Amended Incentive Plan, the Share Increase will not be effective and we may have insufficient shares available for future equity award grants, which we believe will adversely affect our ability to attract, retain and reward the many employees and non-employee directors who are critical to our long-term success and to engage key new talent to drive the future growth of our business. If the Amended Incentive Plan is approved by our shareholders at the 2022 annual shareholders meeting, it will supersede and replace the Existing Incentive Plan. Shareholder approval of the Amended Incentive Plan will not affect existing awards under the Existing Incentive Plan or any former share incentive plan with outstanding awards, which continue in effect in accordance with their terms.

CAPRI HOLDINGS 73

PROPOSAL NO. 4

Changes to Existing Incentive Plan

The Amended Incentive Plan is based on the terms of the Existing Incentive Plan as currently in effect, with the following key changes:

• Available Share Reserve. A total of 15,246,000 shares were originally authorized for awards under the Existing Incentive Plan (as adopted in 2011). As of April 2, 2022, there were 4,062,239 ordinary shares available for future grants of equity awards under the Existing Incentive Plan less one share for every share granted after this date, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Existing Incentive Plan, for a total of 4,075,874 shares currently available for future issuance under the Existing Incentive Plan as of the Record Date. As discussed in more detail below, pursuant to the Share Increase, 3,625,000 additional ordinary shares will be available for issuance under the Amended Incentive Plan, for a total of 7,687,239 ordinary shares available for issuance less one share for every share granted after April 2, 2022, plus shares under the Existing Incentive Plan or any prior plan that subsequently expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,700,874 shares as of the Record Date. As further discussed below, the available share reserve may be adjusted as provided in the Amended Incentive Plan in the event of certain corporate adjustment events.

The Amended Incentive Plan was approved by our Board of Directors on May 24, 2022, subject to and effective upon shareholder approval with respect to the Share Increase. The expiration of the Amended Incentive Plan will be extended to May 24, 2032 (the tenth anniversary of the effective date). The Amended Incentive Plan and awards granted under the Amended Incentive Plan will be void if shareholder approval is not obtained and the Existing Plan will remain in effect.

Overview of Burn Rate and Overhang

Upon approval of the Amended Incentive Plan, 7,687,239 ordinary shares will be available for issuance to eligible employees or consultants of the Company and its affiliates (as described below) or to the Company’s non-employee directors less one share for every share granted after April 2, 2022, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan, for a total of 7,770,874 shares as of the Record Date. In its determination to approve the Share Increase, the Board reviewed an analysis prepared by management and reviewed by WTW, the Compensation and Talent Committee’s independent compensation consultant, which included an analysis of certain burn rates, dilution and overhang metrics, select competitor market practices and trends, and the costs of the Amended Incentive Plan. Specifically, the Board considered that our three-year average historical burn rate under the Existing Incentive Plan is 1.46% of ordinary shares outstanding. The burn rates for the three most recently completed fiscal years are shown below:

Fiscal Year	Options Granted(1)	Time-Based Full Value Awards Granted(1)	Target Performance- Based Awards Granted(1)	Target Performance- Based Awards Earned	Total Awards(2)	Basic Weighted Average Shares Outstanding(1)	Burn Rate
2022	0	1,729,215	​26,109	​347,561	​2,076,776	149,724,675	​1.39%
2021	0	2,349,594	55,979	102,078	2,451,672	150,453,568	1.63%
2020	0	1,987,450	169,817	​53,025	​2,040,475	​150,714,598	1.35%
						Three-Year Average	1.46%

(1)
As reported in the Company's Annual Report on Form 10-K at the end of each applicable fiscal year.

(2)
Total awards includes options granted, time-based full-value awards granted, and performance-awards earned.

74
CAPRI HOLDINGS

PROPOSAL NO. 4

To provide a complete picture of the overall share pool, the below table shows equity plan data as of the end of Fiscal 2022 and the Record Date:

	April 2, 2022	June 6, 2022
Unexercised options outstanding	355,448	​355,448
Weighted average exercise price	$57.54	$57.54
Weighted average remaining term	2.0 years	​1.82 years
Unvested RSUs outstanding(1)	4,037,892	4,020,562
Total shares remaining for future grants(2)	4,062,239	​4,075,874

(1)
Includes 210,192 performance-based awards (assuming target performance level) as of April 2, 2022 and 210,192 as of June 6, 2022 (the Record Date).

(2)
Assumes target performance level for performance-based awards granted.

If the Amended Incentive Plan is approved, the issuance of the additional ordinary shares to be reserved under the Amended Incentive Plan would dilute the holdings of shareholders by 2.3% of our ordinary shares outstanding as of the Record Date, bringing our overhang to approximately 7.9% (including the new shares that will be reserved for issuance under the Amended Incentive Plan). Accordingly, the Board believes that the Share Increase will not be excessively dilutive to shareholders.

	Share Options
Fiscal Year	# Outstanding	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Yrs)	Total Full Value Awards Outstanding(2)	Shares Available	Ordinary Shares Outstanding	Total Equity Dilution
2020	2,071,096	$50.66	1.86	5,083,855	2,686,919	149,425,612	​6.2%
2021	1,150,260	$63.42	1.67	5,477,176	4,998,829	151,280,011	7.1%
2022	355,448	$57.54	2.00	​4,037,892	​4,062,239	​142,806,269	​5.6%
Current(1)	355,448	$57.54	1.82	4,020,562	4,075,874	142,809,426	5.6%
New shares						3,625,000	​2.3%
Total equity dilution (incl new shares)						7,700,874	7.9%

(1)
As of the Record Date.

(2)
Assumes performance-based awards with incomplete performance periods are earned at target performance level.

We believe that the ability to continue to grant long-term incentive compensation to our employees is vital to our ability to attract and retain talent. The Board has determined, after considering the factors set forth above, that the size of the share reserve under the Amended Incentive Plan is reasonable and appropriate at this time.

Our Board of Directors and Compensation and Talent Committee also believe the Amended Incentive Plan contains several features that are consistent with the interests of our shareholders and sound corporate governance practices, including the following:

• No “evergreen” provision. The number of ordinary shares of the Company available for issuance under the Amended Incentive Plan is fixed and will not adjust based upon the number of shares outstanding from time to time (though such number will adjust in connection with certain changes in our capitalization structure and similar events, as described in the summary of the Amended Incentive Plan terms below).

• Share option exercise prices and SAR grant prices will not be lower than the fair market value on the grant date. The Amended Incentive Plan prohibits granting share options with exercise prices and SARs with grant prices lower than the fair market value of our ordinary shares on the grant date, except in connection with substitution of awards in connection with certain mergers, consolidations, acquisitions of property or stock or reorganizations.

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• No repricing or exchange without shareholder approval. The Amended Incentive Plan prohibits the repricing of outstanding share options or SARs, or the cancellation of out-of-the-money outstanding share options or SARs for cash or consideration, without shareholder approval, except in connection with certain corporate transactions involving the Company.

• No Liberal Share Recycling. Under the Amended Incentive Plan, if an Award is exercised through, or if withholding tax liabilities are satisfied by, the tendering of shares or by the withholding of shares by the Company, then the shares tendered or withheld are not available for issuance under the Amended Incentive Plan. SARS that are not issued in connection with share settlement or exercise and shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options are also not available for issuance under the Amended Incentive Plan. These same provisions apply with respect to a substitute award under the Amended Incentive Plan.

• Limited Change in Control Acceleration. The Amended Incentive Plan prohibits “single trigger” acceleration of awards to employees in connection with a change in control unless outstanding awards are not assumed or substituted on a substantially equivalent basis. If awards are assumed or substituted, the Amended Incentive Plan provides for double-trigger vesting if the employee is terminated in certain limited circumstances within 24 months following a change in control.

• Limitation on Non-Employee Director Awards. During any fiscal year, the maximum aggregate grant date fair value of awards granted to a non-employee director cannot exceed $500,000 (excluding awards made at the election of such director in lieu of cash retainers).

• “Clawback” provisions. The Amended Incentive Plan contains “clawback” provisions, which provide that the Compensation and Talent Committee may include clawback, forfeiture or similar provisions in an award that require that if a participant engages in activity that is in conflict with or adverse to the interest of the Company, including fraud or conduct contributing to any financial restatements or irregularities or if the participant violates non-solicit or nondisclosure covenants, he or she will surrender and return to the Company any shares received and/or to repay any profits or any other economic value made or realized by the participant. To the extent required by applicable law (including without limitation Section 304 of the Sarbanes-Oxley Act of 2002, and Section 954 of the Dodd-Frank Act), awards shall be subject to clawback, forfeiture or similar requirements.

We are seeking shareholder approval of the Share Increase included in the Amended Incentive Plan to comply with a NYSE listing requirement that requires shareholder approval of equity compensation plans of NYSE-listed companies.

We anticipate filing a registration statement on Form S-8 with the SEC to register ordinary shares for the Share Increase under the Amended Incentive Plan, subject to and effective upon shareholder approval, as soon as practicable following shareholder approval of the Amended Incentive Plan.

Interests of Certain Persons in the Proposal

To the extent that our directors and executive officers may in the future receive awards under the Amended Incentive Plan, they may be deemed to have an interest in the Amended Incentive Plan.

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 on this proposal 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.

Our Board of Directors unanimously recommends that you vote “FOR” this proposal to approve the Capri Holdings Limited Third Amended and Restated Omnibus Incentive Plan.

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Summary of the Amended Incentive Plan

The following is a summary of certain material features of the Amended Incentive Plan, which is qualified in its entirety by reference to the complete terms of the Amended Incentive Plan attached as Annex B to this proxy statement, and should be read in conjunction with the following summary. Capitalized terms used and not defined below have the meaning set forth in the Amended Incentive Plan.

Purpose

The purpose of the Amended Incentive Plan is to assist us in attracting and retaining individuals to serve as employees, directors, consultants and advisors who are expected to contribute to our success and achieve long-term objectives that will benefit our shareholders through the additional incentives inherent in awards granted under the Amended Incentive Plan.

Effective Date and Term

The Amended Incentive Plan will be effective on the date of the approval of the Amended Incentive Plan by our shareholders. The Amended Incentive Plan and awards granted under the Amended Incentive Plan will be void if shareholder approval is not obtained and the Existing Plan will remain in effect. Awards may be granted under the Amended Incentive Plan until May 24, 2032, on which date the Amended Incentive Plan will expire except as to awards then outstanding under the Amended Incentive Plan. Such outstanding awards remain in effect until they have been exercised or terminated, or have expired.

Administration

The Amended Incentive Plan is administered by the Compensation and Talent Committee. The Compensation and Talent Committee may form a subcommittee of its members to act as the committee administering the Amended Incentive Plan. If no Compensation and Talent Committee or subcommittee exists, the Board may act as the committee administering the Amended Incentive Plan. To the extent not inconsistent with applicable law or the rules and regulations of the NYSE, the Compensation and Talent Committee may delegate to a committee of one or more directors of the Company any of the authority of the Compensation Committee under the Amended Incentive Plan, including the right to grant, cancel or suspend awards. The Compensation and Talent Committee may also delegate to one or more executive officers of the Company any of the authority of the Compensation and Talent Committee under the Amended Incentive Plan to make grants of awards to eligible individuals who are not “officers” for purposes of Section 16 of the Exchange Act. Any committee administering our Amended Incentive Plan is referred to in this summary as “the Committee.”

Authority

The Committee’s authority, subject to the Amended Incentive Plan and orders or resolutions adopted by the Board, includes: (i) selecting the individuals to whom awards are granted, (ii) determining the types of awards granted, (iii) determining the number of shares (or dollar value) to be covered by each award, (iv) determining the terms and conditions, not inconsistent with the Amended Incentive Plan, of any award, (v) interpreting and administering the Amended Incentive Plan and any instrument or agreement entered into in connection with the Amended Incentive Plan, (vi) disapplying the minimum vesting and performance conditions in connection with a participant’s termination of service or termination due to death, disability or a change in control (as defined in the Amended Incentive Plan) and correcting any defect, supplying any omission or reconciling any inconsistency in the Amended Incentive Plan or any award in the manner and to the extent that the Committee shall deem desirable to carry it into effect, (vii) establishing rules and regulations and appointing agents for administration of the Amended Incentive Plan, (viii) determining whether an award, other than an option or SAR will have dividend equivalents, (ix) to the extent not inconsistent with the terms of the Amended Incentive Plan, accelerating the vesting or exercisability of any award, and (x) making any other determination and taking any other action necessary or desirable for the administration of the Amended Incentive Plan. Committee decisions are final, conclusive and binding on all persons or entities, including participants and the Company.

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No Re-pricing

Other than in connection with certain corporate adjustment events mentioned below, the Committee may not do any of the following, and the Board may not amend or alter the Amended Incentive Plan or any award to do any of the following, without obtaining approval of our shareholders: (i) lower the option price of an option or grant price of a SAR, after such award is granted, (ii) cancel an option or SAR that has an option price or grant price equal to or greater than the fair market value of one share in exchange for cash or another award (other than in connection with a change in control of the Company), or (iii) take any other action that would be treated as a re-pricing under the rules and regulations of the NYSE.

Type of Shares Authorized for Grant

The shares authorized for issuance under the Amended Incentive Plan are our ordinary shares, no par value (the “Shares”), and may consist of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

Awards

The types of awards that may be granted under the Amended Incentive Plan are options, share appreciation rights (“SARs”), restricted share awards, restricted share unit awards (“RSUs”), other share-based awards, performance awards, and any other right, interest or option relating to Shares, other property or cash (“Awards”). Awards may be granted alone or in addition to other Awards (or, in the case of SARs, in tandem with options). The terms of Awards are set by the Committee and set forth in individual award agreements, or, in the case of performance awards, in resolutions adopted by the Committee. Terms need not be the same for each participant in the Amended Incentive Plan. Unless otherwise provided in an individual award agreement and subject to minimum vesting conditions, all Awards (other than performance awards or awards to our non-employee directors) vest as to 1/3 of the Award on each of the first three anniversaries of the date that the Award is granted, as long as the participant is employed by or providing services to the Company on the relevant vesting date. Subject to minimum vesting conditions, the Committee may waive the vesting restrictions and any other conditions applicable to the Award under terms and conditions it deems appropriate.

Substitute Awards

The Amended Incentive Plan may govern awards granted or Shares issued in assumption of, or in substitution or exchange for, awards, rights or obligations by a company acquired by us or with which we combine (“Substitute Awards”).

Number of Shares Authorized

Prior to the Amended Incentive Plan, a total of 15,246,000 Shares were originally authorized for Awards under the Existing Plan. On the effective date of the Amended Incentive Plan, a total of 7,687,239 Shares will be available for grants of Awards under the Amended Incentive Plan less one share for every share granted after April 2, 2022, plus shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan. The Shares are authorized for grant under the Amended Incentive Plan, which may be adjusted as provided in the Amended Incentive Plan in the event of a merger, reorganization, consolidation, recapitalization, dividend or distribution (other than a regular cash dividend), share split, reverse share split, spin-off or similar transaction, or other change in corporate structure affecting the Shares or their value (referred to in this summary as “corporate adjustment events”). Substitute Awards and dividend equivalents in cash in conjunction with outstanding Awards do not reduce the Shares authorized for grant under the Amended Incentive Plan or the applicable Amended Incentive Plan limitations on grants to individual participants.

To the extent (i) any Shares subject to an Award under the Amended Incentive Plan or under any plan pursuant to which Awards were granted prior to our IPO (our “prior equity plans”) are forfeited, or (ii) an Award under the Amended Incentive Plan or our prior equity plans expires or terminates without issuance of Shares or is settled for cash, the Shares subject to the Award are again available for issuance under the Amended Incentive Plan.

If a company acquired by us, or with which we combine, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, then shares available for grant under such plan may be used for Awards and do not reduce the Shares authorized for grant under the Amended Incentive Plan, as long as certain conditions set out in the Amended Incentive Plan are met.

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No Liberal Share Recycling

If an Award granted under the Amended Incentive Plan or our prior equity plans, is exercised through, or if withholding tax liabilities are satisfied by, the tendering of Shares or by the withholding of Shares by the Company, then the Shares tendered or withheld are not available for issuance under the Amended Incentive Plan. For the avoidance of doubt, (i) Shares subject to SARs under the Amended Incentive Plan or our prior equity plans that are not issued in connection with share settlement on exercise thereof and (ii) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options under the Amended Incentive Plan or our prior equity plans, shall not be available for issuance under the Amended Incentive Plan.

Similarly, if any of the circumstances described in the preceding paragraph occur with respect to a Substitute Award, this will not result in the Shares subject to such Substitute Award becoming available for issuance under the Amended Incentive Plan.

Adjustments

In the event of any corporate adjustment event (described above), such adjustments and substitutions must be made to the Amended Incentive Plan and Awards in a manner the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including adjustments in the aggregate number, class and kind of securities that may be delivered under the Amended Incentive Plan, the individual limitations on Awards (other than to Awards denominated in cash) described below, the maximum number of Shares that may be issued pursuant to incentive share options and, in the aggregate or to any participant under the Amended Incentive Plan, the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Amended Incentive Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee determines appropriate, but the number of Shares subject to any Award will always be a whole number.

Minimum Vesting Condition

Participants who are granted options, SARs, restricted shares, RSUs, other Share-based Awards, performance Shares, performance units or dividend equivalents under the Amended Incentive Plan will be required to continue to provide services to the Company or an affiliate for not less than one (1) year following the date of grant in order for any such Award to fully or partially vest or be exercisable. Notwithstanding the foregoing, up to five percent (5%) of the available Shares authorized for issuance under the Amended Incentive Plan may provide for vesting of options, SARs, restricted shares, RSUs, other Share-based Awards, performance Shares, performance units or dividend equivalents, partially or in full, in less than one (1) year.

Limits on Director Awards

The aggregate grant date fair value of awards granted to any member of our Board who is not our employee during any single fiscal year (excluding awards made at the election of such director in lieu of cash retainers) shall not exceed $500,000.

Eligibility

Employees, prospective employees (subject to and effective upon their becoming employees), certain consultants and advisors and non-employee members of our Board are eligible to receive an award under the Amended Incentive Plan.

Share Options

Share options granted under the Amended Incentive Plan are rights allowing participants to purchase Shares at a price and during a period determined by the Committee.

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Option Price

Other than in connection with Substitute Awards, the option price per Share purchasable under any option will not be less than the fair market value (as defined in the Amended Incentive Plan) of one Share on the date that the option is granted. For options intended to qualify as incentive share options under Section 422 of the U.S. tax code, if such option is granted to a participant who, at grant, owns Shares representing more than 10% of the voting power of all classes of shares of the Company or any subsidiary, the option price per share will be no less than 110% of the fair market value of one Share on the date of grant.

Option Term

The term of each option is fixed by the Committee in its sole discretion, but is not more than ten years from its grant date, except in the case of a participant’s death or disability. If an incentive share option is granted to an individual who, at grant, owns Shares representing more than 10% of the voting power of all classes of shares of the Company or any subsidiary, then the term of the option will not exceed five years from grant. However, if on the last business day of the term of an option (i) the exercise of the option, other than an incentive share option, is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain of our employees or directors due to a “black-out period” or a “lock-up” agreement, the term shall be extended for 30 days following the end of the legal prohibition, black-out period or lock-up agreement, if such extension does not cause adverse tax consequences to the participant under Section 409A of the U.S. tax code.

Exercise

Once vested and exercisable, options may be exercised in whole or in part, by the participant’s giving notice (in a form prescribed by the Committee) to the Company, specifying the number of Shares to be purchased. Options may be exercised by a participant or (i) the participant’s spouse, children or grandchildren (including adopted and step children or grandchildren), parents, grandparents or siblings, (ii) a trust for the benefit of any of them, or of the participant, (iii) a partnership, limited liability company or corporation in which the individuals in clause (i) or the participant are the only partners, members or shareholders or (iv) a charity, if permitted under the Amended Incentive Plan (referred to in this summary as “permitted assignees”).

Incentive Share Options

The Committee may grant incentive share options to any eligible employee, subject to the requirements of Section 422 of the U.S. tax code. The maximum aggregate number of Shares that may be issued pursuant to incentive share options under the Amended Incentive Plan shall be 7,687,239 Shares less one share for every share granted after April 2, 2022, subject to adjustment in connection with corporate adjustment events and to take into account Shares that subsequently expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Amended Incentive Plan. No option will be treated as an incentive share option unless the Amended Incentive Plan is approved by our shareholders in a manner intended to comply with the requirements of Section 422(b)(1) of the U.S. tax code. Any option intended to be an incentive share option will not fail to be effective solely on account of a failure to obtain such approval; rather, such option will be treated as a non-qualified option unless and until such approval is obtained.

SARs

A SAR gives its holder the right to exercise vested SARs and receive the excess of (i) the fair market value of one Share on the date of exercise (or a lesser amount) over (ii) the grant price of the SAR. The Committee will determine whether payment on exercise of a SAR is in cash, in Shares, restricted Shares, other property or any combination. The Committee may grant SARs in tandem with all or a part of an option or other Award, when granted or at any later time during the option or Award term. A SAR will have a grant price per Share not less than the fair market value of one Share on the date of grant or, if applicable, on the date of grant of an option with respect to which a SAR has been granted (subject to the requirements of Section 409A of the U.S. tax code) except in the case of Substitute Awards or in connection with an adjustment in connection with a corporate adjustment event.

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Term

A SAR will have a term not greater than ten years, except in the event of death or disability. However, if on the last business day of the SAR’s term (i) its exercise is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain of our employees or directors due to a “black-out period” or a “lock-up” agreement, the term shall be extended for a 30 days following the end of the legal prohibition, black-out period or lock-up agreement to the extent such extension does not cause adverse tax consequences to the participant under Section 409A of the U.S. tax code.

Restricted Shares and RSUs

Restricted Shares and RSUs may be granted alone, together with another Award, or as a form of payment for performance awards, options, SARs, and other earned cash-based incentive compensation. Unless otherwise provided in an individual Award agreement, a participant who is granted a restricted Share becomes a shareholder of the Company and has all rights of a shareholder, including the right to vote the restricted Shares and receive distributions made with respect to such Shares, except as otherwise provided in the Amended Incentive Plan. At the request of the Committee, a participant who is granted restricted Shares may be required to execute a stock power in blank. A participant who holds an RSU has only those rights specifically provided for in the individual award agreement, but will not have voting rights.

Other Share-Based Awards

The Committee may grant Awards of Shares or Awards valued by reference to or based on Shares or other property (“other share-based awards”), including deferred share units. Other share-based awards are also available as a form of payment of other Awards under the Amended Incentive Plan and other earned cash-based compensation. Except as provided in an individual Award agreement, other share-based Awards may be paid in cash, Shares, other property, or any combination thereof, in the discretion of the Committee. They may be paid in a lump sum or installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the U.S. tax code.

Deferral of Director Fees

The Board may grant non-employee directors other share-based Awards in the form of deferred share units in lieu of all or a portion of their annual retainer and may allow such directors to elect to defer committee retainers and annual meeting fees in the form of deferred share units, if the election is in accordance with Section 409A of the U.S. tax code. The Committee shall establish rules and procedures for such elections and for payment in deferred share units.

Performance Awards

Performance awards consist of (i) cash incentives, (ii) units valued by reference to a designated number of Shares and (iii) units valued by reference to a designated amount of cash or value of property other than Shares, in each case, that are payable upon achievement of performance goals established by the Committee over a performance period, also established by the Committee.

Performance Criteria

The performance goals are determined by the Committee in its discretion and may include but are not limited to: (a) sales (including same store or comparable sales), net sales; or return on sales; (b) revenue, net revenue, gross revenue, product revenue or system-wide revenue (including growth of same); (c) operating income or loss (before or after taxes and before or after allocation of corporate overhead and bonus); (d) earnings or loss per share (including on a diluted or undiluted basis, before or after taxes); (e) net income or loss (before or after taxes); (f) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (g) Share price (including, but not limited to, growth measures and total shareholder return); (h) market share; (i) enterprise value; (k) gross profits, gross or net profit margin or gross profit growth; (l) net operating profit (before or after taxes); (m) operating earnings, earnings or losses or net earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and/or amortization); (n) economic value-added models or “value creation” or similar metrics; (o) comparisons with various stock market indices; (p) expense targets or other reductions in costs goals or meeting divisional or project budgets; (q) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are

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not required to be measured on a per share basis; (r) return on capital (including return on total capital or return on invested capital); (s) general and administrative expense savings; (t) inventory control; (u) operating margin or gross margin; (v) year-end cash, cash margin or debt reduction; (w) operating efficiencies; (x) customer satisfaction, customer retention or; customer growth; (y) employee retention, succession and hiring; (z) productivity or productivity ratios; (aa) cost of capital, debt level year-end cash position or book value; (bb) competitive market metrics; (cc) timely completion of new product roll-outs; timely launch of new facilities (such as new store openings, gross or net); (dd); royalty income; (ee) implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects or (ff) acquisitions and divestitures, reorganization and other corporate transactions or expansions of specific business operations; or (gg) any combination of the foregoing. The foregoing list of performance criteria is not exhaustive and the Committee shall have the discretion to establish such other performance criteria as the Committee deems appropriate from time to time.

Adjustments

The Committee may, in its sole discretion, provide that one or more adjustments shall be made to one or more of the performance goals. Such adjustments may include, without limitation, one or more of the following: (a) items related to a change in accounting principle; (b) items relating to financing activities; (c) expenses for restructuring or reorganization initiatives; (d) other non-operating items; (e) items related to acquisitions; (f) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (g) items related to the disposal of a business or segment of a business; (h) items related to discontinued operations that do not qualify as a segment of a business under GAAP; (i) items attributable to any share dividend, share split, combination or exchange of shares occurring during the Performance Period; (j) any other items of significant income or expense which are determined to be appropriate adjustments; (k) items relating to unusual or extraordinary corporate transactions, events or developments; (l) items related to amortization of acquired intangible assets; (m) items that are outside the scope of the Company’s core, on-going business activities; (n) items related to acquired in-process research and development; (o) items relating to changes in tax laws; (p) items relating to major licensing or partnership arrangements; (q) items relating to asset impairment charges; (r) items relating to gains or losses for litigation, arbitration and contractual settlements; (s) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (t) items relating to any other unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions; or (u) such other adjustments the Committee determines appropriate, in its sole discretion, taking into account such factors that the Committee deems relevant.

Payment

The amount to be distributed under any performance Award is determined by the Committee. Payouts for performance Awards occur only after the end of the relevant performance period (other than in the case of a change in control, or as determined by the Committee or provided in an individual Award agreement subject to the minimum performance condition). Performance Awards may be paid in cash, Shares, other property, or any combination, in the sole discretion of the Committee. They may be paid in a lump sum or in installments or on a deferred basis subject to the requirements of Section 409A of the U.S. tax code and in accordance with procedures established by the Committee.

Limitations on Grants to Individual Participants

Subject to adjustment upon corporate adjustment events described above, the following limits will apply to Awards of the specified type granted, or in the case of performance Awards denominated in cash, payable to any one participant in any single fiscal year:

(i) Appreciation Awards (Options and SARs) and Full Value Awards (Restricted Shares, RSUs, Performance Awards and/or Other Share-Based Awards that are denominated in Shares): 1,500,000 Shares; and

(ii) Cash Awards (Performance Awards that are denominated in cash): $20,000,000.

In applying the foregoing limits, (a) all Awards of the specified type granted to the same Participant in the same fiscal year will be aggregated and made subject to one limit; (b) the limits applicable to options and SARs refer to the number of Shares subject to those Awards, (c) the Share limit for Full Value Awards refers to the maximum number of Shares that may be delivered under an Award or Awards of the type specified therein assuming a maximum payout; and (d) the dollar limit under clause (ii) refers to the maximum dollar amount payable under an Award or Awards of the type specified in clause (ii) assuming a maximum payout.

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Change in Control Provisions

In the event of a change in control of the Company, with respect to each outstanding Award, such outstanding Award will, except as otherwise set forth in the Amended Incentive Plan, continue in effect, or be assumed or an equivalent Award substituted by a successor company. Notwithstanding any other provision in the Amended Incentive Plan, and unless otherwise provided in an Award Agreement prior to June 25, 2020, the portion of such Award subject to performance-based vesting (including, without limitation, any performance Shares or performance units) will have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have expired, but will continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the Award immediately prior to the change in control without any performance-based condition.

Assumption or Substitution

Unless otherwise provided in an individual Award agreement prior to June 25, 2020, in the event of a change in control in which the successor assumes, substitutes or continues an Award (as described in the Amended Incentive Plan), if a participant’s employment terminates within 24 months after the change in control and under the circumstances specified in the individual Award agreement: (i) outstanding Options and SARs immediately vest, become fully exercisable and remain exercisable for two years (or if earlier, until the original Award expiration date), (ii) the restrictions, limitations and other conditions applicable to restricted Shares and RSUs lapse and the Awards become fully vested and free of all restrictions, limitations and conditions, and (iii) the restrictions, limitations and other conditions applicable to any other Awards lapse, and such other Awards become free of all restrictions, limitations and conditions and become fully vested and transferable. Unless otherwise provided in an individual Award agreement prior to June 25, 2020, to the extent a successor does not assume, substitute or continue Awards, then, immediately before the change in control: (i) outstanding Options and SARs immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to restricted Shares and RSUs lapse and the restricted Shares and RSUs become fully vested and free of all restrictions, limitations and conditions and (iii) the restrictions, other limitations and other conditions applicable to any other Share-based Awards or any other Awards lapse, and the Awards become free of all restrictions, limitations and conditions and become fully vested and transferable.

Amendment and Termination

The Board may amend, suspend or terminate the Amended Incentive Plan as it deems advisable, subject to any requirement for shareholder approval imposed by law or by the NYSE, but it may not amend the Amended Incentive Plan in a manner that would result in noncompliance with Rule 16b-3 under the Exchange Act and may not, without approval of the Company’s shareholders if required by law, amend the Amended Incentive Plan to (i) increase the number of Shares that may be the subject of Awards under the Amended Incentive Plan (except for adjustments upon corporate adjustment events), (ii) expand the types of awards available under the Amended Incentive Plan, (iii) materially expand the class of persons eligible to participate in the Amended Incentive Plan, (iv) eliminate the requirements relating to minimum option and grant prices for options and SARs and shareholder approval requirements for re-pricings, (v) increase the maximum permissible term of any option or SAR, or (vi) increase any of the individual annual limitations on Awards. In addition, no amendments to or termination of the Amended Incentive Plan may impair the rights of a participant in any material respect under any Award previously granted to the participant, without such participant’s consent.

Transferability

Except as provided below, no Award and no Shares as to which any applicable restriction, performance or deferral period has not lapsed, may be transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the participant only by the participant or the participant’s guardian or legal representative. Except in the case of incentive share options, to the extent and only pursuant to terms and conditions determined by the Committee, a participant may assign or transfer an Award without consideration to permitted assignees, but (i) the assignees are bound by and subject to the Amended Incentive Plan and individual Award agreements relating to the transferred Award and must execute an agreement satisfactory to the Company evidencing such obligations and (ii) the participant must remain bound by the Amended Incentive Plan.

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Termination of Employment or Services

The Committee shall determine and set forth in each individual Award agreement to what extent any Awards granted in such individual Award agreement will continue to be exercisable, continue to vest or be earned on and after termination of employment or services (including as a member of the Board). The date of termination will be determined by the Committee, which determination will be final.

Deferral; Dividend Equivalents

The Committee is authorized to establish procedures for deferral of payment of any Award. Subject to the Amended Incentive Plan, the Committee may provide that a participant is entitled to receive, currently or on a deferred basis, dividend equivalents with respect to the number of Shares covered by an Award. The Committee may provide that dividend equivalents (if any) are deemed to have been reinvested in additional Shares or otherwise reinvested. Dividend equivalents may accrue in connection with an Award, but will not be paid to a participant prior to the date on which the Award (or the applicable portion of the Award to which the dividend equivalents relate) becomes vested. To the extent such vesting does not occur with respect to an Award, any related accrued dividend equivalents will be forfeited. In addition, dividend equivalents credited in connection with an Award that vests based on the achievement of performance goals are subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such dividend equivalents have been credited. No dividend equivalents are payable with respect to options or SARs.

Tax Withholding

The Company has the right to make all payments or distributions pursuant to the Amended Incentive Plan net of any applicable federal, state and local taxes required to be paid or withheld as a result of (i) the grant of any Award, (ii) the exercise of an option or SAR, (iii) the delivery of Shares or cash, (iv) the lapse of any restrictions in connection with any Award or (v) any other event occurring pursuant to the Amended Incentive Plan. The Company has the right to withhold from wages or other amounts otherwise payable to a participant or permitted assignee withholding taxes required by law, or to otherwise require the participant or permitted assignee to pay such taxes. If the participant or permitted assignee fails to make such tax payments as are required, the Company or its subsidiaries have the right, to the extent permitted by law, to deduct any such taxes from any payment of any kind otherwise due to such participant or permitted assignee or to take other action necessary to satisfy such withholding obligations. The Committee is authorized to establish procedures for satisfaction of such obligations for by tendering previously acquired Shares, or by directing the Company to retain Shares (up to the minimum required statutory tax withholding rate for the participant or permitted assignee) otherwise deliverable in connection with an Award.

Cancellation of Award; Forfeiture of Gain

Awards are subject (including on a retroactive basis) to cancellation, and a participant must return to the Company any Shares or cash received or payable on vesting or exercise of the Award and any proceeds from the sale, gain or other value realized on the vesting or exercise of the Award upon (i) certain accounting restatements, (ii) a violation of a non-solicitation or non-disclosure covenant or agreement, (iii) a participant’s engaging in an activity that is in conflict with or adverse to the interest of the Company, as determined by the Committee or (iv) any other event required by law or the rules and regulations of the NYSE or by written policy adopted by the Company.

Material U.S. Federal Income Tax Consequences

The following discussion summarizes the material U.S. federal tax treatment of awards granted under the Amended Incentive Plan based on the federal tax laws currently in effect. The rules governing the tax treatment of awards are technical and the following discussion is necessarily general in nature and does not purport to be complete. The statutory provisions and interpretations described below are subject to change, and their application may vary in individual circumstances. Award holders are encouraged to seek professional tax advice when exercising awards under the Amended Incentive Plan.

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CAPRI HOLDINGS

PROPOSAL NO. 4

Non-Qualified Share Options

If an optionee is granted non-qualified share options under the Amended Incentive Plan, the optionee will not have taxable income on the grant of the option, nor will the Company be entitled to any deduction. Generally, on exercise of non-qualified share options, an optionee will recognize ordinary income, in an amount equal to the difference between the exercise price and the fair market value of the ordinary shares on the date of exercise. The holder’s basis for the ordinary shares for purposes of determining gain or loss on subsequent disposition of the shares acquired upon exercise generally will be the fair market value of the ordinary shares on the date the option is exercised. Any subsequent gain or loss will be generally taxable as capital gains or losses.

Incentive Share Options

There is no taxable income to an optionee who is granted an incentive share option under the Amended Incentive Plan, or when that option is exercised. However, the amount by which the fair market value of the ordinary shares at the time of exercise exceeds the exercise price will be an “item of tax preference” for the optionee. The sale of ordinary shares acquired upon exercise of an option that satisfies all of the incentive share option requirements, including the holding periods described below, will result in a long-term capital gain or loss equal to the difference between the amount realized on sale and the exercise price of the option. To receive this treatment, the optionee must have been an employee of the Company (or certain of its subsidiaries) at all times during the period beginning on the date the incentive share option was granted and ending on the date three months before the date of exercise, and the optionee must not have disposed of the ordinary shares acquired upon exercise of the option either (A) within two years after the date of grant of the incentive share option or (B) within one year of the date of exercise. If the ordinary shares are sold or otherwise disposed of before the end of the one-year and two-year periods specified above, the difference between the exercise price and the fair market value of the ordinary shares on the date of the option’s exercise will be taxed at ordinary income rates. An incentive share option exercised more than three months after an optionee retires, other than by reason of death or disability, will be taxed as a non-qualified share option, and the optionee will have been deemed to have received income upon exercise that is taxable at ordinary income rates. The aggregate fair market value of ordinary shares (determined at the time of grant) with respect to which incentive share options can be exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Any excess will be treated as a non-qualified share option.

Restricted Shares

A restricted share holder will generally not have income upon the grant of restricted shares unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a holder will have compensation income on the date of grant equal to the value of the shares less the purchase price and, when the shares are sold, the holder will have capital gain or loss equal to the difference between the sales proceeds and the value of the shares on the date of grant. If the holder does not make an 83(b) election, then when the shares vest the holder will have compensation income equal to the value of the shares on the vesting date less the purchase price. When the shares are sold, the holder will have capital gain or loss equal to the sales proceeds less the value of the shares on the vesting date. Generally, any capital gain or loss will be long-term if the holder held the shares for more than one year. If the shares were held for one year or less it will be short-term capital gains or loss. The holding period for purposes of capital gain or loss generally will commence on the date of vesting (or, if an 83(b) election is made, the date of grant).

Restricted Share Units

An RSU holder will not have income upon the grant of an RSU award. A holder is not permitted to make a Section 83(b) election with respect to an RSU award. When the RSU vests, the holder will have compensation income on the vesting date in an amount equal to the fair market value of the shares on the vesting date less the purchase price, if any. When the shares acquired upon settlement of an RSU award is sold, the holder will have capital gain or loss equal to the sales proceeds less the value of the shares on the vesting date. Generally, any capital gain or loss will be long-term if the holder held the shares for more than one year. If the shares were held for one year or less it will be short-term capital gains or loss.

Performance Awards

A performance Award holder will generally recognize taxable ordinary income on the amount of cash paid to, or value of shares received by, the Award holder under a performance award (including a performance share unit Award).

CAPRI HOLDINGS 85

PROPOSAL NO. 4

Dividend Equivalents

A plan participant will generally recognize taxable ordinary income on dividend equivalents as they are paid.

Share Payments

A plan participant will generally recognize taxable ordinary income on the fair market value of the Shares delivered as payment of bonuses or other compensation under the Amended Incentive Plan.

Share Appreciation Rights

No taxable income is realized on the receipt of a SAR, but on exercise of the SAR the fair market value of the ordinary shares (or cash in lieu of ordinary shares) received must be treated as compensation taxable as ordinary income to the award holder in the year of the exercise.

Parachute Payments

In the event that the payment of any award under the Amended Incentive Plan is accelerated because of a change in ownership (as defined in Section 280G(b)(2) of the Code) and such payment of an award, either alone or together with any other payments made to certain participants, constitutes parachute payments under Section 280G of the Code, then, subject to certain exceptions, a portion of such payments would be nondeductible to the Company and the participant would be subject to a 20% excise tax on such portion.

Section 409A of the Code

Section 409A of the Code provides that all amounts deferred under a non-qualified deferred compensation plan are included in a participant’s gross income to the extent such amounts are not subject to a substantial risk of forfeiture, unless certain requirements are satisfied. If the requirements are not satisfied, in addition to current income inclusion, interest at the underpayment rate plus 1% will be imposed on the participant’s underpayments that would have occurred had the deferred compensation been included in gross income for the taxable year in which first deferred or, if later, the first taxable year in which such deferred compensation is not subject to a substantial risk of forfeiture. The amount required to be included in income is also subject to an additional 20% tax. While most Awards under the Amended Incentive Plan are anticipated to be exempt from the requirements of Section 409A of the Code, Awards that are not exempt are intended to comply with Section 409A of the Code.

Tax Effects to the Company; Section 162(m) of the Code

Generally, the Company may be entitled to a tax deduction in connection with an Award under the Amended Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a non-statutory share option), provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Code. Special rules under Section 162(m) of the Code, as modified by the Tax Cuts and Jobs Act, limit the deductibility of compensation paid by a public company during a tax year to its chief executive officer, its chief financial officer and its other three most highly compensated executive officers for that tax year (collectively, “covered employees”) and for any individual who was a covered employee of the Company during tax years beginning in 2017. Under Section 162(m) of the Code, the annual compensation paid to any covered employee will be deductible only to the extent that it does not exceed $1,000,000. The Committee has discretionary authority to grant awards under the Amended Incentive Plan in excess of this limit.

The foregoing is only a summary of the effect of federal income taxation upon the participant and the Company with respect to the awards granted under the Amended Incentive Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income or gain may be taxable.

86
CAPRI HOLDINGS

Proposals of Shareholders for the 2023 Annual Meeting

We currently intend to hold our 2023 Annual Meeting of Shareholders in August 2023. Shareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 2023 Annual Meeting of Shareholders must submit the proposal to us at our principal executive offices, addressed to our Corporate Secretary, no later than February 16, 2023. Assuming that the 2023 Annual Meeting of Shareholders is held no more than 30 days before, and no more than 70 days after, the anniversary date of the 2022 Annual Meeting, shareholders who intend to present a proposal at the 2023 Annual Meeting of Shareholders without inclusion of such proposal in our proxy materials or who intend to nominate a director are required to provide us with notice of such proposal or nomination no later than May 5, 2023 or earlier than April 5, 2023. In the event that the date of the 2023 Annual Meeting of Shareholders is more than 30 days before, or more than 70 days after, such anniversary date, notice of any such proposal or director nomination must be provided to us no later than the later of the 90th day prior to the date of the 2023 Annual Meeting of Shareholders or the 10th day following the first public announcement of the date of the meeting and no earlier than the close of business on the 120th day prior to the date of the 2023 Annual Meeting of Shareholders. Additionally, shareholders must comply with other applicable requirements contained in Regulations 69, 70 and 71 of our Memorandum. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements contained in our Memorandum and applicable laws.

Additionally, to comply with the SEC’s universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 4, 2023.

Other Matters

Our Board of Directors has no knowledge of any other matters to be presented at the Annual Meeting other than those described herein. If any other business properly comes before the shareholders at the Annual Meeting, however, it is intended that the proxy holders will vote on such matters in accordance with their discretion.

CAPRI HOLDINGS 87

Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K for the fiscal year ended April 2, 2022, as filed with the SEC (including with exhibits if requested), will be sent to any shareholder, without charge, upon oral or written request addressed to the Corporate Secretary of the Company at the Company’s principal executive office or by electronically submitting the Information Request form located on the Resources page of the Company’s website at www.capriholdings.com. You also may obtain our Annual Report on Form 10-K over the Internet at the SEC’s website, www.sec.gov, or on our website.

Special Note Regarding

Forward-Looking Statements

This proxy statement and the other proxy materials provided herewith contain forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements include information concerning the Company’s goals, future plans and strategies, including with respect to ESG goals, initiatives and ambitions and executive compensation as well as the Company’s possible or assumed future results of operations, including descriptions of its business strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. The forward-looking statements contained in this proxy statement and the other proxy materials provided herewith are based on assumptions that the Company has made in light of management’s experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that it believes are appropriate under the circumstances. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the “Risk Factors” section and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2022 (File No. 001-35368), filed on June 1, 2022 with the SEC.

88
CAPRI HOLDINGS

ESG Data and Related Information Included in this Proxy Statement

The ESG data and related information included in this proxy statement is subject to the precision of our data collection and analysis method, which is subject to future evolution and calibration. Figures and percentages shown may include rounding. Such ESG data and related information is subject to additional uncertainties, as there are limitations inherent in our data collection and analysis method. While we consider information from external resources and consultants to be reliable, we do not assume responsibility for its accuracy. Additionally, all ESG statistics, metrics and numbers referenced are subject to the quality and comprehensiveness of the reporting received by the Company from internal and external sources, and therefore, are approximate and/or estimated values. The ESG data included in this proxy statement is not externally assured.

Websites Referenced in this Proxy Statement

The content of the websites referred to in this proxy statement are not incorporated by reference into this proxy statement.

YOUR VOTE IS IMPORTANT. OUR BOARD OF DIRECTORS URGES YOU TO VOTE VIA INTERNET, TELEPHONE OR BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.

By Order of the Board of Directors

 

John D. Idol

Chairman and Chief Executive Officer

London, United Kingdom

June 16, 2022

CAPRI HOLDINGS 89

ANNEX A

 

Gaap to Non-Gaap Reconciliation

(in millions except per share data)

	Fiscal Year Ended April 2, 2022
	As Reported	Impairment Charges	Restructuring and Other Charges(1)	Charitable Donations	COVID-19 Related Charges	ERP Implementation	Capri Transformation	War in Ukraine	As Adjusted
Gross profit	$3,744	$—	$—	$—	$(16)	$—	$—	$2	$3,730
Operating expenses	$2,841	$(73)	$(42)	$(10)	$(2)	$(19)	$(31)	$(7)	$2,657
Total income from operations	$903	$73	$42	$10	$(14)	$19	$31	$9	$1,073
Income before provision for income taxes	$915	$73	$42	$10	$(14)	$19	$31	$9	$1,085
Provision for income taxes	$92	$16	$8	$—	$6	$6	$9	$—	$137
Net income attributable to Capri	$822	$57	$34	$10	$(20)	$13	$22	$9	$947
Diluted net income per ordinary share - Capri	$5.39	$0.37	$0.22	$0.07	$(0.13)	$0.09	$0.14	$0.06	$6.21

(1)
Includes store closure costs which have been incorporated into the Capri Retail Store Optimization Program, other restructuring initiatives, and other costs recorded in connection with the acquisition of Gianni Versace S.r.l.

CAPRI HOLDINGS A-1

	Fiscal Year Ended March 27, 2021
	As Reported	Impairment Charges(1)	Restructuring and Other Charges(2)	Charitable Donations	COVID-19 Related Charges	ERP Implementation	Capri Transformation	As Adjusted
Gross profit	$2,597	$—	$—	$—	$10	$—	$—	$2,607
Operating expenses	$2,578	$(316)	$(32)	$(20)	$(32)	$(2)	$(4)	$2,172
Total (loss) income from operations	$19	$316	$32	$20	$42	$2	$4	$435
Net (loss) income attributable to Capri	$(62)	$265	$28	$15	$38	$3	$3	$290
Diluted net (loss) income per ordinary share - Capri	$(0.41)	$1.74	$0.18	$0.10	$0.25	$0.02	$0.02	$1.90

(1)
Includes impairment charges of $153 million primarily related to operating lease right-of-use assets and fixed assets of our retail store locations. This amount also includes $94 million related to goodwill associated with the Jimmy Choo wholesale and licensing reporting units and $69 million related to the Jimmy Choo brand indefinite-lived intangible assets. The Jimmy Choo impairment charges were primarily related to higher discount rates in the current year driven by a change in market factors as well as a shift in expected revenue and earnings mix in the retail segment.

(2)
Includes store closure costs which have been incorporated into the Capri Retail Store Optimization Program, other restructuring initiatives, and other costs recorded in connection with the acquisitions of Gianni Versace S.r.l. and Jimmy Choo Limited

A-2
CAPRI HOLDINGS

ANNEX A

 

 

Gaap to Non-Gaap Reconciliation

(in millions except percentage data)

	Fiscal Year Ended
	April 2, 2022
	Gross Profit	Gross Profit %	SG&A
As Adjusted (Non-GAAP basis from press release)(a)	$3,730	66.0%	$2,657
Increased transportation costs(b)	42	0.7%	0
Variable expenses attributable to higher retail revenue(c)			$40
Approved marketing(c)			$17
Other approved investments and adjustments(c)			$49
As Adjusted (Non-GAAP basis for compensation payout)	$3,772	66.7%	$2,550

(a)
Fiscal 2022 adjusted balances as previously disclosed in the Company’s press release furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 1, 2022.

(b)
Represents higher air freight due to unanticipated transportation disruptions.

(c)
Represents higher variable retail expenses related to above budget revenue performance, additional marketing primarily performance based linked to higher revenue, adjustments based on accounting treatment of certain items and other approved incremental spend.

CAPRI HOLDINGS A-3

ANNEX B

 

THIRD AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

Capri Holdings Limited (the “Company”), a British Virgin Islands limited liability company, hereby establishes and adopts the following Third Amended and Restated Omnibus Incentive Plan (the “Plan”).

1. PURPOSE OF THE PLAN

The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants and/or advisors who are expected to contribute to the Company’s success and to achieve long-term objectives that will benefit shareholders of the Company through the additional incentives inherent in the Awards hereunder.

2. DEFINITIONS

2.1. “Award” shall mean any Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award, Other Share-Based Award, Performance Award, Dividend Equivalent or any other right, interest or option relating to Shares, other property or cash granted pursuant to the provisions of the Plan.

2.2. “Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award hereunder, whether in writing or through an electronic medium.

2.3. “Board” shall mean the board of directors of the Company.

2.4. “Cause” means, in the case of a Participant who has an employment or service agreement with the Company or any of its Subsidiaries in effect at the time of his termination of employment or service, the definition of “Cause” set forth in such employment or service agreement. Otherwise, “Cause” means: (i) Participant’s gross negligence or willful misconduct, or willful failure to substantially perform Participant’s duties as an Employee, Consultant or Director of the Company or any of its Subsidiaries, as applicable, (other than due to physical or mental illness or incapacity), (ii) Participant’s conviction of, or plea of guilty or nolo contendere to a felony (or the equivalent of a felony in a jurisdiction other than the United States), (iii) Participant’s willful breach of a material provision of the Plan or Award Agreement or any employment, service or other agreement with the Company or any of its Subsidiaries, (iv) Participant’s willful violation of the Company or any of its Subsidiaries’ written policies that the Committee determines is detrimental to the best interests of the Company or any of its Subsidiaries; (v) Participant’s fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its Subsidiaries; (vi) Participant’s use of alcohol or drugs that interferes with the performance of Participant’s duties as an Employee, Consultant, or Director of the Company or any of its Subsidiaries, as applicable; or (vii) any action or conduct of Participant that materially adversely affects the integrity and reputation of the Company or any of its Subsidiaries, their employees or their products, as determined by the Committee.

2.5. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.6. “Committee” shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee hereunder or, if no such Compensation Committee or subcommittee thereof exists, the Board. The Committee shall consist of no fewer than two Directors, each of whom is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “independent director” for purpose of the rules of the principal U.S. national securities exchange on which the Shares are traded, in each case, when and to the extent necessary to satisfy Rule 16b-3 and the rules of the principal U.S. national securities exchange.

2.7. “Consultant” shall mean any consultant or advisor, who is a natural person and who provides services to the Company or any Subsidiary so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company's securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company's securities and (iii) otherwise qualifies as a consultant under the applicable rules of the SEC for registration of shares on a Form S-8 registration statement.

B-1

2.8. “Covered Employee” shall mean an employee of the Company or its Subsidiaries who is a “covered employee” within the meaning of Section 162(m) of the Code.

2.9. “Director” shall mean a member of the Board who is not an employee.

2.10. “Dividend Equivalents” shall have the meaning set forth in Section 12.5.

2.11. “Employee” shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier than, such person becoming an employee of the Company or any Subsidiary.

2.12. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.13. “Fair Market Value” shall mean, with respect to Shares as of any date, (i) the closing price of the Shares as reported on the principal U.S. national securities exchange on which the Shares are listed and traded on such date, or, if there is no closing price on that date, then on the last preceding date on which such a closing price was reported; (ii) if the Shares are not listed on any U.S. national securities exchange but are quoted in an inter-dealer quotation system on a last sale basis, the final ask price of the Shares reported on the inter-dealer quotation system for such date, or, if there is no such sale on such date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are neither listed on a U.S. national securities exchange nor quoted on an inter-dealer quotation system on a last sale basis, or if the Shares are not regularly traded on any such exchange or system, the amount determined by the Committee, in its sole discretion, to be the fair market value of the Shares. The Fair Market Value of any property other than Shares shall mean the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

2.14. “Incentive Share Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes of Section 422 of the Code.

2.15. “Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

2.16. “Other Share-Based Award” shall have the meaning set forth in Section 8.1.

2.17. “Participant” shall mean an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.

2.18. “Performance Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article 9.

2.19. “Performance Cash” shall mean any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.

2.20. “Performance Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the performance goal or performance goals for a Performance Period, determined as set forth in Section 10.1

2.21. “Performance Period” shall mean the period established by the Committee during which any performance goals specified by the Committee with respect to a Performance Award are to be measured.

2.22. “Performance Share” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant upon achievement of such performance goals as the Committee shall establish.

2.23. “Performance Unit” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of cash or property other than Shares, which value may be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee shall establish.

2.24. “Permitted Assignee” shall have the meaning set forth in Section 12.3.

2.25. “Prior Plans” shall mean the Amended and Restated Michael Kors (USA), Inc. Stock Option Plan, as amended from time to time, and any other plans pursuant to which equity-based compensation awards were granted prior to the IPO.

B-2

2.26. “Restricted Share” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.27. “Restricted Share Award” shall have the meaning set forth in Section 7.1.

2.28. “Restricted Share Unit” means an Award that is valued by reference to a Share, which value may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion upon the satisfaction of vesting restrictions as the Committee may establish, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.29. “Restricted Share Unit Award” shall have the meaning set forth in Section 7.1

2.30. “SEC” means the Securities and Exchange Commission.

2.31. “Shares” shall mean the ordinary shares, no par value, of the Company.

2.32. “Share Appreciation Right” shall mean the right granted to a Participant pursuant to Article 6.

2.33. “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

2.34. “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

2.35. “Vesting Period” shall mean the period of time specified by the Committee during which vesting restrictions for an Award are applicable.

3. SHARES SUBJECT TO THE PLAN

3.1 Number of Shares. (a) Subject to adjustment as provided in Section 12.2, as of the effective date of this amended and restated Plan as defined in Section 13.13, a total of 7.687 million (7,687,239) Shares shall be authorized for Awards granted under the amended and restated Plan less one share for every share granted after April 2, 2022, plus Shares that expire, terminate, are cancelled, forfeited or settled in cash and are again available for issuance under the Plan.

(b) If (i) any Shares subject to an Award are forfeited, an Award expires or otherwise terminates without issuance of Shares, or an Award is settled for cash (in whole or in part), such Shares shall, to the extent of such forfeiture, expiration, termination or cash settlement, again be available for issuance under the Plan or (ii) any Shares subject to an award under the Prior Plans are forfeited, expire or otherwise terminate without issuance of such Shares, or an award under the Prior Plans is settled for cash (in whole or in part), expires or otherwise terminates without issuance of such Shares, such Shares shall, to the extent of such forfeiture, expiration, termination or cash settlement, again be available for issuance under the Plan.

(c) In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such Option or other Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then the Shares so tendered or withheld shall not be available for issuance under the Plan. In the event that (i) any option or award granted under the Prior Plans is exercised through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such options or awards are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then the Shares so tendered or withheld shall not be available for issuance under the Plan. For the avoidance of doubt, Shares subject to a Share Appreciation Right, or a share appreciation right under any Prior Plans, that are not issued in connection with its share settlement on exercise thereof and Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options, or options under any Prior Plans, shall not be available for issuance under the Plan.

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(d) Substitute Awards shall not reduce the Shares authorized for grant under the Plan or the applicable limitations for grant to a Participant under Section 10.3, nor shall Shares subject to a Substitute Award again be available for Awards under the Plan as provided in paragraphs (b) and (c) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

(e) The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan.

3.2. Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

3.3. Minimum Vesting Condition. Participants who are granted Options, Share Appreciation Rights, Restricted Share Awards, Restricted Share Unit Awards, Other Share-Based Awards, Performance Shares, Performance Units or Dividend Equivalents under this Plan will be required to continue to provide services to the Company or an Affiliate for not less than one (1) year following the date of grant in order for any such Award to fully or partially vest or be exercisable. Notwithstanding the foregoing, up to five percent (5%) of the available Shares authorized for issuance under the Plan pursuant to Section 3.1 may provide for vesting of Options, Share Appreciation Rights, Restricted Share Awards, Restricted Share Unit Awards, Other Share-Based Awards, Performance Shares, Performance Units or Dividend Equivalents, partially or in full, in less than one (1) year.

3.4  Limits on Awards to Directors. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Director during any single fiscal year (excluding Awards made at the election of the Director in lieu of all or a portion of annual and committee cash retainers) shall not exceed $500,000.

4. ELIGIBILITY AND ADMINISTRATION

4.1. Eligibility. Any Employee, Director or Consultant shall be eligible to be selected as a Participant.

4.2. Administration. (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards to be granted to each Participant hereunder; (iii) determine the number of Shares (or dollar value) to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares, Restricted Shares or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) disapply Sections 3.3 and/or 9.3 in connection with a Participant’s termination of service or termination due to death, disability or a Change in Control, and correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award, other than an Option or Share Appreciation Right, will have Dividend Equivalents; (xii) to the extent not inconsistent with the terms of the Plan, accelerate the vesting or exercisability of any Award; and (xiii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

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(b) Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary.

(c) To the extent not inconsistent with applicable law or the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded, the Committee may delegate to a committee of one or more directors of the Company any of the authority of the Committee under the Plan, including the right to grant, cancel or suspend Awards. The Committee may also delegate to one or more executive officers of the Company any of the authority of the Committee under the Plan to make grants of Awards to eligible individuals who are not “officers” for purposes of Section 16 of the Exchange Act.

5. OPTIONS

5.1. Grant of Options. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.

5.2. Award Agreements. All Options shall be evidenced by an Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms and conditions of Options need not be the same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.

5.3. Option Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an Incentive Share Option granted to a Participant who, at the time of the grant, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Subsidiary, the option price per share shall be no less than 110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section 12.2, the Committee shall not without the approval of the Company’s shareholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option that has an exercise price that is equal to or greater than the Fair Market Value in exchange for cash or another Award (other than in connection with a Change in Control (as defined in Section 11.3), as described in Section 11.2) or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded.

5.4. Option Term. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of ten (10) years from the date the Option is granted, except in the event of death or disability; provided, however, that the term of the Option shall not exceed five (5) years from the date the Option is granted in the case of an Incentive Share Option granted to a Participant who, at the time of the grant, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Subsidiary. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (i) the exercise of the Option, other than an Incentive Share Option, is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement to the extent such extension does not cause adverse tax consequences to the Participant under Section 409A of the Code.

5.5. Vesting and Exercise of Options. (a) Unless otherwise provided in an Award Agreement and subject to Section 3.3, any Option granted under the Plan shall vest and become exercisable as to 1/3 of the Shares subject thereto on each of the first three anniversaries of the date the Option is granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date. Subject to Section 3.3, the Committee may, in its sole discretion, waive the vesting restrictions and any other conditions set forth in the Plan and any Award Agreement under such terms and conditions as the Committee shall deem appropriate.

(b) Vested Options granted under the Plan shall be exercised by the Participant (or by a Permitted Assignee thereof or the Participant’s executors, administrators, guardian or legal representative, to the extent provided in an Award Agreement) as to all or part of the Shares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such other requirements consistent with the provisions of the Plan as the Committee may prescribe from time to time.

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(c) Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (v) through any other method specified in an Award Agreement (including same-day sales through a broker), or (vi) any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share.

(d) Notwithstanding the foregoing, an Award Agreement may provide that if on the last day of the term of an Option the Fair Market Value of one Share exceeds the option price per Share, the Participant has not exercised the Option (or a tandem Share Appreciation Right, if applicable) and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes; provided, however, any fractional Share shall be settled in cash.

5.6. Form of Settlement. In its sole discretion, the Committee may provide that the Shares to be issued upon an Option's exercise shall be in the form of Restricted Shares or other similar securities.

5.7. Incentive Share Options. The Committee may grant Incentive Share Options to any eligible Employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of Incentive Share Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Share Options granted under the Plan shall be 7.687 million (7,687,239) Shares less one share for every share granted after April 2, 2022, subject to adjustment as provided in Section 3.1(b) and Section 12.2. No Option shall be treated as an Incentive Share Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Share Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a nonqualified option unless and until such approval is obtained.

6. SHARE APPRECIATION RIGHTS

6.1. Grant, Vesting and Exercise. The Committee may grant Share Appreciation Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award in each case upon such terms and conditions as the Committee may establish in its sole discretion. Unless otherwise provided in an Award Agreement and subject to Section 3.3, any Share Appreciation Rights granted under the Plan shall vest and become exercisable as to 1/3 of such Share Appreciation Rights on each of the first three anniversaries of the date the Share Appreciation Rights are granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date.

6.2. Terms and Conditions. Share Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

1. Upon the exercise of a Share Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Share Appreciation Right.

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2. The Committee shall determine in its sole discretion whether payment on exercise of a Share Appreciation Right shall be made in cash, in whole Shares, Restricted Shares, other property or any combination thereof.

3. The terms and conditions of Share Appreciation Rights need not be the same with respect to each recipient.

4. The Committee may impose such other terms and conditions on the exercise of any Share Appreciation Right, as it shall deem appropriate. A Share Appreciation Right shall (i) have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Share Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, and (ii) have a term not greater than ten (10) years, except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Share Appreciation Right (x) the exercise of the Share Appreciation Right is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement to the extent such extension does not cause adverse tax consequences to the Participant under Section 409A of the Code.

5. An Award Agreement may provide that if on the last day of the term of a Share Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share of the Share Appreciation Right, the Participant has not exercised the Share Appreciation Right or the tandem Option (if applicable), and the Share Appreciation Right has not expired, the Share Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in cash.

6. Without the approval of the Company’s shareholders, other than pursuant to Section 12.2, the Committee shall not (i) reduce the grant price of any Share Appreciation Right after the date of grant (ii) cancel any Share Appreciation Right that has a grant price that is equal to or greater than the Fair Market Value in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 11.3), or (iii) take any other action with respect to a Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded.

7. RESTRICTED SHARE AND RESTRICTED SHARE UNITS

7.1. Grants. Awards of Restricted Shares and of Restricted Share Units may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Share Award” or “Restricted Share Unit Award” respectively), and such Restricted Share Awards and Restricted Share Unit Awards shall also be available as a form of payment of Performance Awards, Options, Share Appreciation Rights and other earned cash-based incentive compensation. The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the grant of Restricted Share or Restricted Share Units, subject to such minimum consideration as may be required by applicable law.

7.2. Award Agreements. The terms of any Restricted Share Award or Restricted Share Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Share Awards and Restricted Share Unit Awards need not be the same with respect to each Participant.

7.3. Rights of Holders of Restricted Share and Restricted Share Units. Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Share Award and subject to execution of the Award Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Share, except as otherwise provided in this Section. A Participant who holds a Restricted Share Unit Award shall only have those rights specifically provided for in the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award. Except as otherwise provided in an Award Agreement, any Shares, other property or cash distributed as a dividend or otherwise with respect

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to any Restricted Share Award or Restricted Share Unit Award as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Share Award or Restricted Share Unit Award, and the Committee shall have the sole discretion to determine whether, if at all, any cash-denominated amount that is subject to such restrictions shall earn interest and at what rate. Notwithstanding the provisions of this Section, cash dividends, shares and any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Share Award or Restricted Share Unit Award that vests based on achievement of performance goals shall either (i) not be paid or credited or (ii) be accumulated, shall be subject to restrictions and risk of forfeiture to the same extent as the Restricted Shares or Restricted Share Units with respect to which such cash, shares or other property has been distributed and shall be paid at the time such restrictions and risk of forfeiture lapse.

7.4. Vesting Period. Unless otherwise provided in an Award Agreement, and subject to Section 3.3 any Restricted Shares or Restricted Share Units granted under the Plan shall vest and become exercisable as to 1/3 of the Shares subject to such Award on each of the first three anniversaries of the date the Award is granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date. Subject to Section 3.3, the Committee may, in its sole discretion waive the vesting restrictions and any other conditions set forth in the Plan and any Award Agreement under such terms and conditions as the Committee shall deem appropriate.

7.5. Issuance of Shares. Any Restricted Share granted under the Plan may be evidenced in such manner as the Board may deem appropriate, including book-entry registration or issuance of a share certificate or certificates, which certificate or certificates shall be held by the Company. Such book entry registration, certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Share. At the request of the Committee, as a condition to any grant of Restricted Shares, a Participant may be required to execute a stock power in blank.

7.6. Dividend Equivalents. Subject to Section 12.5 the Committee may, in its sole discretion, provide that Dividend Equivalents shall be earned by a Participant of Restricted Share Units based on dividends declared on the Shares to be credited as of dividend payment dates during the period between the date an Award of Restricted Share Units is granted to a Participant and the settlement date of such Award.

8. OTHER SHARE-BASED AWARDS

8.1. Grants. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“Other Share-Based Awards”), including deferred share units, may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based compensation.

8.2. Award Agreements. The terms of Other Share-Based Awards granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. Notwithstanding the provisions of this Section, and subject to Section 12.5, Dividend Equivalents with respect to the Shares covered by an Other Share-Based Award that vests based on achievement of performance goals shall be subject to the vesting conditions, restrictions and risk of forfeiture to the same extent as the Shares covered by an Other Share-Based Award with respect to which such cash, shares or other property has been distributed.

8.3. Vesting Period. Unless otherwise provided in an Award Agreement, and subject to Section 3.3, any Other Share-Based Awards granted under the Plan shall vest and become exercisable as to 1/3 of the Shares subject to such Award on each of the first three anniversaries of the date the Award is granted, in each case so long as the Participant continues to be employed by or provide services to the Company or any of its Subsidiaries on the relevant vesting date. Subject to Section 3.3, the Committee may, in its sole discretion waive the vesting restrictions and any other conditions set forth in the Plan and any Award Agreement under such terms and conditions as the Committee shall deem appropriate.

8.4. Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

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8.5. Deferral of Director Fees. Directors shall, if determined by the Board, receive Other Share-Based Awards in the form of deferred share units in lieu of all or a portion of their annual retainer. In addition Directors may elect to receive Other Share-Based Awards in the form of deferred share units in lieu of all or a portion of their annual and committee retainers and annual meeting fees, provided that such election is made in accordance with the requirements of Section 409A of the Code. The Committee shall, in its absolute discretion, establish such rules and procedures as it deems appropriate for such elections and for payment in deferred share units.

9. PERFORMANCE AWARDS

9.1. Grants. Performance Awards in the form of Performance Cash, Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 10.1 or such other criteria as determined by the Committee in its discretion.

9.2. Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement (or, if applicable, in a resolution duly adopted by the Committee) which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents, in accordance with Section 12.5. The terms of Performance Awards need not be the same with respect to each Participant.

9.3. Performance Period. Subject to the last sentence of Section 3.3, Performance Awards granted to Participants under the Plan shall have a Performance Period of not less than one (1) year.

9.4. Terms and Conditions. The Performance Criteria to be achieved during any Performance Period and, subject to Section 9.3, the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.

9.5. Payment. Except as provided in Article 11, as provided by the Committee or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

10. PERFORMANCE CRITERIA

10.1. Performance Criteria. An Award may be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels and may include but shall not be limited to the following: (a) sales (including same store or comparable sales), net sales; or return on sales; (b) revenue, net revenue, gross revenue, product revenue or system-wide revenue (including growth of same); (c) operating income or loss (before or after taxes and before or after allocation of corporate overhead and bonus); (d) earnings or loss per share (including on a diluted or undiluted basis, before or after taxes); (e) net income or loss (before or after taxes); (f) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (g) Share price (including, but not limited to, growth measures and total shareholder return); (h) market share; (i) enterprise value; (k) gross profits, gross or net profit margin or gross profit growth; (l) net operating profit (before or after taxes); (m) operating earnings, earnings or losses or net earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and/or amortization); (n) economic value-added models or “value creation” or similar metrics; (o) comparisons with various stock market indices; (p) expense targets or other reductions in costs goals or meeting divisional or project budgets; (q) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per share basis; (r) return on capital (including return on total capital or return on invested capital); (s) general and administrative expense savings; (t) inventory control; (u) operating margin or gross margin; (v) year-end cash, cash margin or debt reduction; (w) operating efficiencies; (x) customer satisfaction, customer retention or; customer growth; (y) employee retention, succession and hiring; (z) productivity or productivity ratios; (aa) cost of capital, debt level year-end cash position or book value; (bb) competitive market metrics; (cc) timely completion of new product roll-outs; timely launch of new facilities (such as new store openings, gross or net); (dd); royalty income; (ee) implementation, completion or attainment of measurable objectives with respect to research,

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development, manufacturing, commercialization, products or projects or (ff) acquisitions and divestitures, reorganization and other corporate transactions or expansions of specific business operations; or (gg) any combination of the foregoing. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. Any performance goals that are financial metrics, may be determined in accordance with United States generally accepted accounting principles (“GAAP”), or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP. The Committee may also exclude charges related to an event or occurrence which the Committee determines should appropriately be excluded, including, but not limited to (a) restructurings or reorganizations, discontinued operations, asset write downs, litigation or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses, transaction costs associated with refinancing or repurchasing of bank loans or debt securities, unbudgeted capital expenditures, business interruption events, extraordinary items, and other unusual or infrequently occurring items or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (c) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles. The foregoing list of Performance Criteria is not exhaustive and the Committee shall have the discretion to establish such other Performance Criteria as the Committee deems appropriate from time to time.

10.2. Adjustments. The Committee may, in its sole discretion, provide that one or more adjustments shall be made to one or more of the performance goals. Such adjustments may include, without limitation, one or more of the following: (a) items related to a change in accounting principle; (b) items relating to financing activities; (c) expenses for restructuring or reorganization initiatives; (d) other non-operating items; (e) items related to acquisitions; (f) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (g) items related to the disposal of a business or segment of a business; (h) items related to discontinued operations that do not qualify as a segment of a business under GAAP; (i) items attributable to any share dividend, share split, combination or exchange of shares occurring during the Performance Period; (j) any other items of significant income or expense which are determined to be appropriate adjustments; (k) items relating to unusual or extraordinary corporate transactions, events or developments; (l) items related to amortization of acquired intangible assets; (m) items that are outside the scope of the Company’s core, on-going business activities; (n) items related to acquired in-process research and development; (o) items relating to changes in tax laws; (p) items relating to major licensing or partnership arrangements; (q) items relating to asset impairment charges; (r) items relating to gains or losses for litigation, arbitration and contractual settlements; (s) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (t) items relating to any other unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions; or (u) such other adjustments the Committee determines appropriate, in its sole discretion, taking into account such factors that the Committee deems relevant. The Committee shall have the discretion to determine whether, when and to what extent an adjustment is necessary or advisable based upon consideration of such factors that the Committee deems appropriate in light of the facts and circumstances. The Committee may not waive the achievement of the applicable performance goals except in the case of the death or disability of the Participant or as otherwise determined by the Committee in special circumstances.

10.3. Limitations on Grants to Individual Participants. Subject to adjustment as provided in Section 12.2, the following limits will apply to Awards of the specified type granted, or in the case of Performance Awards denominated in cash, payable to any one Participant in any single fiscal year:

(i) Appreciation Awards (Options and Share Appreciation Rights) and Full Value Awards (Restricted Share Awards, Restricted Share Unit Awards, Performance Awards and/or Other Share-Based Awards that are denominated in Shares): 1,500,000 Shares; and

(ii) Cash Awards - Performance Awards that are denominated in cash: $20,000,000.

In applying the foregoing limits, (a) all Awards of the specified type granted to the same Participant in the same fiscal year will be aggregated and made subject to one limit; (b) the limits applicable to Options and Share Appreciation Rights refer to the number of Shares subject to those Awards, (c) the Share limit for Full Value Awards refers to the maximum number of Shares that may be delivered under an Award or Awards of the type specified therein assuming a maximum payout; and (d) the dollar limit under clause (ii) refers to the maximum dollar amount payable under an Award or Awards of the type specified in clause (ii) assuming a maximum payout.

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11. CHANGE IN CONTROL PROVISIONS

11.1. Impact on Certain Awards. In the event of a Change in Control of the Company (as defined in Section 11.3), with respect to each outstanding Award, such outstanding Award shall, except as otherwise set forth below, continue in effect, or be assumed or an equivalent Award substituted by a successor company. Notwithstanding any other provision in the Plan, and unless otherwise provided in an Award Agreement prior to June 25, 2020, the portion of such Award subject to performance-based vesting (including, without limitation, any Performance Shares or Performance Units) shall have any performance goals or other performance-based conditions deemed to be achieved at the target level of performance and any performance period deemed to have expired, but shall continue to be subject to time-based vesting in accordance with the same time-based vesting schedule that applied to the Award immediately prior to the Change in Control without any performance-based condition.

11.2. Assumption or Substitution of Certain Awards. (a) Unless otherwise provided in an Award Agreement, prior to June 25, 2020, in the event of a Change in Control of the Company in which the successor company assumes or substitutes for an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such successor company (or the Company) or a subsidiary thereof terminates within 24 months following such Change in Control and under the circumstances specified in the Award Agreement: (i) Options and Share Appreciation Rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable and shall remain exercisable for a two-year period (or if earlier, until the original expiration date set forth in the Award Agreement), (ii) the restrictions, limitations and other conditions applicable to Restricted Share and Restricted Share Units outstanding as of the date of such termination of employment shall lapse and the Restricted Share and Restricted Share Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards or any other Awards shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable. For the purposes of this Section 11.2, an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each Share subject to the Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award immediately prior to the Change in Control, the consideration (whether shares, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award, for each Share subject thereto, will be solely common stock of the successor company with a fair market value substantially equal to the per Share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of what fair market value is substantially equal shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

(b) Unless otherwise provided in an Award Agreement, prior to June 25, 2020, in the event of a Change in Control of the Company, to the extent the successor company does not assume or substitute for an Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then immediately prior to the Change in Control: (i) those Options and Share Appreciation Rights outstanding as of the date of the Change in Control that are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to Restricted Share and Restricted Share Units that are not assumed or substituted for (or continued) shall lapse and the Restricted Share and Restricted Share Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, other limitations and other conditions applicable to any Other Share-Based Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable.

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11.3. Change in Control. For purposes of the Plan and Awards, Change in Control means the occurrence of any one of the following events:

(a) During any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b) Any “person” (as such term is defined in the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) by the Company or any Subsidiary, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, (iv) pursuant to a Non-Qualifying Transaction, as defined in paragraph (c), or (v) by any person of Company Voting Securities from the Company, if a majority of the Incumbent Board approves in advance the acquisition of beneficial ownership of 30% or more of Company Voting Securities by such person;

(c) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying Transaction”); or

(d) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of a sale of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 30% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur when the percentages set forth in this section are met.

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12. GENERALLY APPLICABLE PROVISIONS

12.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 under the Exchange Act; and further provided that the Board may not, without the approval of the Company's shareholders to the extent required by such applicable law, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 12.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend Section 5.3 or Section 6.2(f) to eliminate the requirements relating to minimum exercise price, minimum grant price and shareholder approval, (e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Share Appreciation Right specified by Section 6.2(d), or (f) increase any of the limitations in Section 10.3. The Board may not (except pursuant to Section 12.2 or in connection with a Change in Control), without the approval of the Company’s shareholders, cancel an Option or Share Appreciation Right in exchange for cash or take any action with respect to an Option or Share Appreciation Right that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Share Appreciation Right or the exchange of an Option or Share Appreciation Right for another Award. In addition, no amendments to, or termination of, the Plan shall impair the rights of a Participant in any material respect under any Award previously granted without such Participant's consent.

12.2. Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards in a manner that the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, the limitations in Section 10.3 (other than to Awards denominated in cash), the maximum number of Shares that may be issued pursuant to Incentive Share Options and, in the aggregate or to any Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate; provided, however, that the number of Shares subject to any Award shall always be a whole number.

12.3. Transferability of Awards. Except as provided below, no Award and no Shares that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. Except in the case of Incentive Share Options, to the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award without consideration (each transferee thereof, a “Permitted Assignee”) (i) to the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section.

12.4. Termination of Employment or Services. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final. Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee: (i) neither a

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temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with the Company to employment or service with a Subsidiary or affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or a Subsidiary; and (ii) if a Participant’s employment with the Company and its Subsidiaries terminates, but such Participant continues to provide services to the Company or its Subsidiaries in a non-employee capacity (including as a Director) (or vice-versa), such change in status shall not be considered a termination of employment or service with the Company or a Subsidiary for purposes of the Plan.

12.5. Deferral; Dividend Equivalents. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award, if so determined by the Committee, shall be entitled to receive, currently or on a deferred basis, amounts equivalent to cash, shares or other property dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide that the Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Notwithstanding the foregoing, (i) Dividend Equivalents may accrue in connection with an Award, but shall not be paid to a Participant prior to the date on which the Award (or the applicable portion of the Award to which the Dividend Equivalents relate) becomes vested; (ii) to the extent such vesting does not occur with respect to an Award, any related accrued Dividend Equivalents shall be forfeited; and (iii) Dividend Equivalents credited in connection with an Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such Dividend Equivalents have been credited. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Share Appreciation Rights.

13. MISCELLANEOUS

13.1. Award Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.

13.2. Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Share Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to a Participant (or Permitted Assignee) such withholding taxes as may be required by law, or to otherwise require the Participant (or Permitted Assignee) to pay such withholding taxes. If the Participant (or Permitted Assignee) shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants (or Permitted Assignee) to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the minimum required statutory tax withholding rate for the Participant (or Permitted Assignee or such other rate that will not cause adverse tax or accounting consequences or cost)) otherwise deliverable in connection with the Award.

13.3. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director or Consultant the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee, Director or Consultant at any time for any reason. The Company shall not be liable for the loss of existing or potential profit from

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an Award granted in the event of termination of an employment or other relationship. No Employee, Director or Consultant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Directors or Consultants under the Plan.

13.4. Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.

13.5. Cancellation of Award; Forfeiture of Gain. Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that:

(a) In the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws, any mistake in calculations or other administrative error, in each case, which reduces the amount of the Award that would have been earned had the financial results been properly reported (as determined by the Committee) (i) the Award will be cancelled and (ii) the Participant will forfeit (A) the Shares received or payable on the vesting or exercise of the Award and (B) the amount of the proceeds of the sale, gain or other value realized on the vesting or exercise of the Award (and the Participant may be required to return or pay such Shares or amount to the Company).

(b) If the Participant, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or after termination of such employment or service, violates a non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award may, at the Committee’s discretion, be canceled without payment therefor and (ii) the Committee, in its discretion, may require the Participant or other person to whom any payment has been made or Shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the compensation, gain or other value (whether or not taxable) realized upon the exercise of any Option or Share Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the time period specified in the Award Agreement.

(c) To the extent required by applicable law (including without limitation Section 302 of the Sarbanes-Oxley Act and Section 954 of the Dodd Frank Act) and/or the rules and regulations of any U.S. national securities exchange or inter-dealer quotation system on which Shares are listed or quoted, or if so required pursuant to a written policy adopted by the Company (as in effect and/or amended from time to time), Awards shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into all outstanding Award agreements).

13.6. Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

13.7. Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company or a Subsidiary. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary as permitted by such plans.

13.8. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

13.9. Severability. The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making

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of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.

13.10. Construction. As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

13.11. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan providing incentive compensation to a select group of employees and other individuals. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary, on the one hand, and a Participant or beneficiary thereof, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Rather, in its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company.

13.12. Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the British Virgin Islands, without reference to principles of conflict of laws that would cause the laws of any other jurisdiction to apply, and construed accordingly.

13.13. Effective Date of Plan; Termination of Plan. The original Plan was effective as of December 1, 2011 and amended and restated as of May 20, 2015 and June 25, 2020. The Plan (as further amended and restated herein) was adopted by the Board as of May 24, 2022, and shall become effective upon approval of the third amended and restated Plan by the Company’s shareholders. This third amended and restated Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect, provided, however, that in such case the second amended and restated Plan effective June 25, 2020 shall continue in effect and any Awards granted from time to time thereunder shall remain effective. Awards may be granted under the Plan at any time and from time to time on or prior to May 24, 2032, on which date the Plan (as further amended and restated herein) will expire except as to Awards then outstanding under the Plan. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.

13.14. Foreign Employees and Consultants. Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees or Consultants providing services in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company's obligation with respect to tax equalization for Employees or Consultants on assignments outside their home country.

13.15. Compliance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, this Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan or any Award (including any taxes or penalties under Section 409A of the Code), and neither the Company nor

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any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments or deliveries in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. Unless otherwise provided by the Committee, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a disability, no such acceleration shall be permitted unless the disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.

13.16. No Registration Rights; No Right to Settle in Cash. The Company has no obligation to register with any governmental body or organization (including, without limitation, the SEC) any of (a) the offer or issuance of any Award, (b) any Shares issuable upon the exercise of any Award, or (c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in fact undertakes to register any of the foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any Shares issuable upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of any Award are not registered with any governmental body or organization (including, without limitation, the SEC), the Company will not under any circumstance be required to settle its obligations, if any, under this Plan in cash.

13.17. Data Privacy. As a condition of acceptance of an Award, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, managing and administering the Plan (the “Data”). The Participant further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Participant’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company in the implementation, management, and administration of the Plan. The Participant understands that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares. The Participant understands that the Data will be held only as long as is necessary to implement, manage, and administer the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Participant understands that refusal or withdrawal of consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

13.18. Indemnity. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board and any person to whom the Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which he or she

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may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

13.19. Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.

13.20. Fractional Shares. No fractional Shares or fractional equity securities may be issued under the Plan. Any fractional Shares or equity securities shall be settled in the form of cash (but may be treated as a fractional share prior to any such settlement).

13.21. Purchase for Investment. Whether or not Awards under the Plan have been registered under applicable securities laws, including the Securities Act, each person exercising an Option or Share Appreciation Right under the Plan or otherwise acquiring Shares pursuant to an Award or receiving an Award, may be required by the Committee to give a representation in writing that such person is acquiring such Shares for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.

13.22. No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the Committee in writing prior to the making of such election or pursuant to an Award Agreement. If a Participant makes such an election in connection with an Award, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

13.23. Covered Employees. Notwithstanding any other provision of the Plan, the Committee shall have discretionary authority to grant awards to Covered Employees under the Plan in excess of any tax deductibility limit imposed by Section 162(m) of the Code or otherwise.

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