Business Context and Reporting Period
This Form 8-K Current Report was filed by Tapestry, Inc. on August 18, 2025. The filing discloses a corporate governance event regarding executive compensation rather than financial performance results.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only monetary value disclosed is the target grant date fair value of a special equity award totaling $15 million.
Material Changes and Executive Compensation
On August 18, 2025, the Human Resources Committee of the Board of Directors approved a one-time special equity grant for Joanne Crevoiserat, the Company's Chief Executive Officer. Key details include:
- Grant Value: $15 million target grant date fair value.
- Composition: Equally weighted between performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs).
- Performance Metric: PRSU vesting is contingent on achieving a target non-GAAP earnings per share for fiscal year 2028.
- Vesting Schedule: Both components vest on the third anniversary of the grant date.
- Rationale: The grant aims to incentivize durable growth, shareholder value creation, and long-term talent retention, particularly as Ms. Crevoiserat approaches retirement eligibility in November 2025.
Guidance, Risks, and Contingencies
The filing outlines specific forfeiture and vesting contingencies attached to the Special Grant:
- Forfeiture: The entire award is forfeited if Ms. Crevoiserat's service terminates due to retirement, voluntary termination without Good Reason, or termination for cause during the vesting period.
- Pro-Rata Vesting: Applies in the event of involuntary termination without cause or voluntary termination with Good Reason.
- Full Acceleration: The award vests in its entirety upon death or disability.
- Management Commentary: The Committee determined the award is in the best interests of shareholders, citing Ms. Crevoiserat's sustained high performance and strategic leadership.
Investor Verification Checklist
- Verify the specific non-GAAP EPS targets for fiscal year 2028 required for PRSU vesting.
- Review the full text of the Special Grant Agreements and the October 24, 2020 Letter Agreement referenced in the filing.
- Confirm the impact of this $15 million grant on the Company's 2018 Stock Incentive Plan share reserve.
- Monitor upcoming filings for the formal retirement treatment of Ms. Crevoiserat's existing equity grants scheduled for November 2025.