UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Notice of 2024 Annual Meeting

of Stockholders

PURPOSE OF THE MEETING

The 2024 Annual Meeting of Stockholders of Ralph Lauren Corporation, a Delaware corporation, will be held virtually via live webcast on Thursday, August 1, 2024, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/RL2024, or at any postponement or adjournment of the meeting, for the following purposes:

The foregoing items of business are described more fully in the accompanying Proxy Statement. Only holders of record of the Company’s Class A and Class B Common Stock at the close of business on June 4, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting of Stockholders and any adjournments or postponements thereof.

NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

We will be using the Securities and Exchange Commission’s Notice and Access model, which allows us to make the proxy materials available on the Internet, as the primary means of furnishing proxy materials to stockholders. On or about June 21, 2024, we will mail to all stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing our proxy materials on the Internet and voting by telephone or on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions for requesting a printed set of proxy materials. The Proxy Statement, Annual Report on Form 10-K for the fiscal year ended March 30, 3024, and Notice of Annual Meeting are available at: http://investor.ralphlauren.com. The information on our investor relations or corporate websites is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement.

YOUR VOTE IS IMPORTANT

Please vote promptly by signing, dating, and returning the enclosed proxy card or voting by telephone or on the Internet by following the instructions on your Notice of Internet Availability of Proxy Materials. In the event that a stockholder decides to participate in the online meeting, such stockholder may, if so desired, revoke the proxy by voting those shares when joining the meeting.

By Order of the Board of Directors,

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains, and oral statements made at our Annual Meeting of Stockholders and elsewhere from time to time by representatives of the Company may contain, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding our current expectations about the Company’s future operating results and financial condition, the implementation and results of our strategic plans and initiatives, store openings and closings, capital expenses, our plans regarding our quarterly cash dividend and Class A common stock repurchase programs, our ability to meet citizenship and sustainability goals, the senior management of the Company, and plans for future executive remuneration. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “aim,” “anticipate,” “outlook,” “estimate,” “ensure,” “commit,” “expect,” “project,” “believe,” “envision,” “goal,” “target,” “can,” “will,” and similar words or phrases. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others: the loss of key personnel, including Mr. Ralph Lauren, or other changes in our executive and senior management team or to our operating structure, including any potential changes resulting from the execution of our long-term growth strategy, and our ability to effectively transfer knowledge and maintain adequate controls and procedures during periods of transition; the potential impact to our business resulting from inflationary pressures, including increases in the costs of raw materials, transportation, wages, healthcare, and other benefit-related costs; the impact of economic, political, and other conditions on us, our customers, suppliers, vendors, and lenders, including potential business disruptions related to the Russia-Ukraine and Israel-Hamas wars, militant attacks on cargo vessels in the Red Sea, civil and political unrest, diplomatic tensions between the U.S. and other countries, rising interest rates, and bank failures, among other factors; the potential impact to our business resulting from supply chain disruptions, including those caused by capacity constraints, closed factories and/or labor shortages (stemming from pandemic diseases, labor disputes, strikes, or otherwise), scarcity of raw materials, port congestion, and scrutiny or detention of goods produced in certain territories resulting from laws, regulations, or trade restrictions, such as those imposed by the Uyghur Forced Labor Prevention Act (“UFLPA”) or the Countering America’s Adversaries Through Sanctions Act (“CAATSA”), which could result in shipment approval delays leading to inventory shortages and lost sales, as well as potential shipping delays, inventory shortages, and/or higher freight costs resulting from the recent Red Sea crisis and/or disruptions to major waterways such as the Suez and Panama canals; our ability to effectively manage inventory levels and the increasing pressure on our margins in a highly promotional retail environment; our exposure to currency exchange rate fluctuations from both a transactional and translational perspective; our ability to recruit and retain qualified employees to operate our retail stores, distribution centers, and various corporate functions; the impact to our business resulting from a recession or changes in consumers’ ability, willingness, or preferences to purchase discretionary items and luxury retail products, which tends to decline during recessionary periods, and our ability to accurately forecast consumer demand, the failure of which could result in either a build-up or shortage of inventory; our ability to successfully implement our long-term growth strategy; our ability to continue to expand and grow our business internationally and the impact of related changes in our customer, channel, and geographic sales mix as a result, as well as our ability to accelerate growth in certain product categories; our ability to open new retail stores and concession shops, as well as enhance and expand our digital footprint and capabilities, all in an effort to expand our direct-to-consumer presence; our ability to respond to constantly changing fashion and retail trends and consumer demands in a timely manner, develop products that resonate with our existing customers and attract new customers, and execute marketing and advertising programs that appeal to consumers; our ability to competitively price our products and create an acceptable value proposition for consumers; our ability to continue to maintain our brand image and reputation and protect our trademarks; our ability to achieve our goals regarding citizenship and sustainability practices, including those related to climate change, our human capital, and our supply chain; our ability and the ability of our third-party service providers to secure our respective facilities and systems from, among other things, cybersecurity breaches, acts of vandalism, computer viruses, ransomware, or similar Internet or email events; our efforts to successfully enhance, upgrade, and/or transition our global information technology systems and digital commerce platforms; the potential impact to our business if any of our distribution centers were to become inoperable or inaccessible; the potential impact to our business resulting from pandemic diseases such as COVID-19, including periods of reduced operating hours and capacity limits and/or temporary closure of our stores, distribution centers, and corporate facilities, as well as those of our customers, suppliers, and vendors, and potential changes to consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in shopping centers or other populated locations; the potential impact on our operations and on our suppliers and customers resulting from man-made or natural disasters, including pandemic diseases, severe weather, geological events, and other catastrophic events, such as terrorist attacks, military conflicts, and other hostilities; our ability to achieve anticipated operating enhancements and cost reductions from our restructuring plans, as well as the impact to our business resulting from restructuring-related charges, which may be dilutive to our earnings in

the short term; the impact to our business resulting from potential costs and obligations related to the early or temporary closure of our stores or termination of our long-term, non-cancellable leases; our ability to maintain adequate levels of liquidity to provide for our cash needs, including our debt obligations, tax obligations, capital expenditures, and potential payment of dividends and repurchases of our Class A common stock, as well as the ability of our customers, suppliers, vendors, and lenders to access sources of liquidity to provide for their own cash needs; the potential impact to our business resulting from the financial difficulties of certain of our large wholesale customers, which may result in consolidations, liquidations, restructurings, and other ownership changes in the retail industry, as well as other changes in the competitive marketplace, including the introduction of new products or pricing changes by our competitors; our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments; a variety of legal, regulatory, tax, political, and economic risks, including risks related to the importation and exportation of products which our operations are currently subject to, or may become subject to as a result of potential changes in legislation, and other risks associated with our international operations, such as compliance with the Foreign Corrupt Practices Act or violations of other anti-bribery and corruption laws prohibiting improper payments, and the burdens of complying with a variety of foreign laws and regulations, including tax laws, trade and labor restrictions, and related laws that may reduce the flexibility of our business; the impact to our business resulting from the potential imposition of additional duties, tariffs, taxes, and other charges or barriers to trade, including those resulting from trade developments between the U.S. and China or other countries, and any related impact to global stock markets, as well as our ability to implement mitigating sourcing strategies; changes in our tax obligations and effective tax rate due to a variety of factors, including potential changes in U.S. or foreign tax laws and regulations, accounting rules, or the mix and level of earnings by jurisdiction in future periods that are not currently known or anticipated; the potential impact to the trading prices of our securities if our operating results, Class A common stock share repurchase activity, and/or cash dividend payments differ from investors’ expectations; our ability to maintain our credit profile and ratings within the financial community; our intention to introduce new products or brands, or enter into or renew alliances; changes in the business of, and our relationships with, major wholesale customers and licensing partners; our ability to make strategic acquisitions and successfully integrate the acquired businesses into our existing operations; and other risk factors identified in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

RALPH LAUREN CORPORATION REFERENCES

In this document, we refer to Ralph Lauren Corporation as the “Company,” “we,” “us” or “our.” Our fiscal year ends on the Saturday immediately before or after March 31. All references to “Fiscal 2025” represent the fiscal year ending March 29, 2025. All references to “Fiscal 2026” represent the fiscal year ending March 28, 2026. All references to “Fiscal 2024” represent the fiscal year ended March 30, 2024. All references to “Fiscal 2023” represent the fiscal year ended April 1, 2023. All references to “Fiscal 2022” represent the fiscal year ended April 2, 2022. All references to “Fiscal 2021” represent the fiscal year ended March 27, 2021. All references to “Fiscal 2020” represent the fiscal year ended March 28, 2020. All references to “Fiscal 2018” represent the fiscal year ended March 31, 2018. All references to “Fiscal 2017” represent the fiscal year ended April 1, 2017.

NON-U.S. GAAP FINANCIAL MEASURES

The Company uses non-U.S. generally accepted accounting principles (“U.S. GAAP”) financial measures, among other things, to evaluate its operating performance and in order to represent the manner in which the Company conducts and views its business. In addition, as discussed in the “Executive Compensation Matters” section of the Proxy Statement, the Talent, Culture & Total Rewards Committee uses non-U.S. GAAP measures to set and certify the achievement of certain performance-based compensation goals. The Company believes that excluding items that are not comparable from period to period helps investors and others compare operating performance between two periods. While the Company considers the non-U.S. GAAP measures useful in analyzing its results, they are not intended to replace, nor act as a substitute for, any presentation included in the consolidated financial statements prepared in conformity with U.S. GAAP and may be different from non-U.S. GAAP measures reported by other companies. See Appendix B to the Proxy Statement for reconciliation between the non-U.S. GAAP financial measures and the most directly comparable U.S. GAAP measures.

Contents

Proxy Summary

VIRTUAL STOCKHOLDER MEETING

The 2024 Annual Meeting will be conducted exclusively online via live webcast, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them, providing stockholder access to our Board and management and enhancing participation.

Stockholders at the close of business on June 4, 2024 will be allowed to communicate with us and ask questions in our virtual stockholder meeting forum before and during the meeting. All directors and key executive officers are expected to participate in the meeting, and we are committed to acknowledging each question we receive. For further information on the virtual meeting, please see the “Questions and Answers About the Annual Meeting and Voting” section on page 115.

2024 ANNUAL MEETING OF STOCKHOLDERS

MATTERS TO BE VOTED ON

DIRECTOR NOMINEES

  Chair      Member

DIRECTOR NOMINEES HIGHLIGHTS

As presented in the chart below, we believe our Board nominees offer a diverse range of key skills and experiences to provide effective oversight of the Company and create long-term sustainable growth for our Company through successful execution of the Company’s strategic plan. Below is a high-level summary which highlights certain of the Board nominees’ skills, qualifications and experiences and is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

BALANCED MIX OF SKILLS, QUALIFICATIONS AND EXPERIENCE

 

TOTAL SHAREHOLDER RETURN (“TSR”) PERFORMANCE

Our TSR for recent periods, relative to our Fiscal 2024 PSU Comparator Group detailed on page 78 and the S&P 500, is set forth below. TSR is based on stock price appreciation, plus dividends reinvested, with starting and ending share prices based on average closing stock prices for the 20 trading days ending immediately prior to the beginning and end of the performance period. We had very strong TSR results in all three periods with 1-year Fiscal 2024, 3-year Fiscal 2022-2024, and 5-year Fiscal 2020-2024, substantially outperforming the PSU Comparator Group in all three periods. We meaningfully outperformed the S&P 500 in the one-year and three-year periods ended Fiscal 2024 and were behind the S&P 500 for the five-year period ended Fiscal 2024.

 

COMPENSATION OBJECTIVES, PRINCIPLES, AND PRACTICES

The key components of our executive compensation program for our named executive officers (“NEOs”) consist of base salary, annual cash incentive, and long-term equity-based incentive opportunities. Our compensation plans are designed to link pay and performance, reward sustained business growth and results, and drive stockholder value. A majority of each NEO’s compensation is variable in the form of annual cash incentive and long-term equity-based awards. Aligned with our Strategic Plan and based on the feedback received from our stockholders in Fiscal 2023 and following review and discussion with management and our independent consultants, and the Talent Committee, we included key financial measures in both our short- and long-term incentive compensation plans in Fiscal 2024.

Key takeaways impacting executive compensation for Fiscal 2024 are:

 

GOVERNANCE HIGHLIGHTS

We have in place a comprehensive corporate governance framework which incorporates and, in certain areas, exceeds the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the U.S. Securities and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). Even though we could, as a controlled company, rely on exemptions from certain of the NYSE’s corporate governance requirements, we do not do so. In keeping with good corporate governance practices, we maintain a majority of independent directors, and each of our Board Committees are comprised solely of independent directors as required by the NSYE for non-controlled companies.

STOCKHOLDER ENGAGEMENT

In Fiscal 2024, we continued our ongoing stockholder outreach efforts as we believe the input of our stockholders is an important driver in establishing our corporate governance, compensation, and citizenship and sustainability practices. In Fiscal 2024, the Company contacted stockholders representing over 80% of our outstanding shares of Class A Common Stock, including 100% of our top 25 stockholders, and held meetings with all stockholders that accepted our invitation representing approximately 45% of our Class A Common Stock outstanding. Additionally, we conduct business focused engagement calls throughout the year on the Company’s Strategic Plan and financial performance with existing and prospective stockholders.

We have a longstanding commitment to stockholder outreach, which is conducted on an ongoing basis, and at least once annually, and actively informs corporate policies and practices. Through this ongoing outreach, we have received and considered valuable feedback regarding a variety of stockholder-related matters and we are pleased to highlight our recent responses:

GLOBAL CITIZENSHIP & SUSTAINABILITY

The Company’s purpose to inspire the dream of a better life through authenticity and timeless style guides everything we do. Since our founding 57 years ago, we have created products that are timeless — that are intended to be worn, loved and passed on through generations. Our Global Citizenship & Sustainability strategy, Timeless by Design, is grounded in this philosophy and how we weave our Company’s Purpose throughout our business. We bring this to life through three pillars of our strategy:

Please see page 43 for more information. Our most recently published Global Citizenship & Sustainability Report covering Fiscal 2023 may be found on our corporate website at https://corporate.ralphlauren.com/citizenship-and-sustainability. Our Global Citizenship & Sustainability Report covering Fiscal 2024 is expected to be released in September 2024. We regularly conduct materiality assessments to help identify and prioritize the citizenship and sustainability issues, risks and opportunities that matter most to our business and stakeholders. Our most recent assessment was conducted in Fiscal 2022 and next assessment will be completed this fiscal year. The information contained in or linked to or from our Global Citizenship & Sustainability Report and on our corporate website is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement.

RALPH LAUREN CORPORATION

General Information Regarding the Annual Meeting of Stockholders and

Proxy Materials

This Proxy Statement is furnished to the stockholders of Ralph Lauren Corporation, a Delaware corporation, in connection with the solicitation by its Board of Directors of proxies for its 2024 Annual Meeting to be held exclusively online via live webcast at www.virtualshareholdermeeting.com/RL2024 on Thursday, August 1, 2024, at 9:00 a.m. Eastern Time or at any adjournments or postponements thereof. A proxy delivered pursuant to this solicitation may be revoked by the person executing the proxy at any time before it is voted by giving written notice to our Secretary, by delivering a later dated proxy, or by voting online during the 2024 Annual Meeting. The address of our principal executive offices is 650 Madison Avenue, New York, New York 10022.

This Proxy Statement, the Annual Report on Form 10-K for the fiscal year ended March 30, 2024, and the Notice of Annual Meeting will be made available to our stockholders on our website, http://investor.ralphlauren.com, on or about June 21, 2024, and a full printed set of the proxy materials will be made available on request.

 

Proposal 1:

Election of Directors

We know of no reason why any nominee would be unable or unwilling to serve. If any nominee becomes unable or unwilling to serve for any reason, our Board, based on the recommendation of the Nominating Committee, may either reduce the number of directors or designate a substitute nominee. If a substitute nominee is designated, the persons named in the enclosed proxy will vote all proxies that would otherwise be voted for the named nominee or nominees for the election of such substitute nominee or nominees.

CLASS A DIRECTOR NOMINEES FOR ELECTION

CLASS B DIRECTOR NOMINEES FOR ELECTION

DIRECTOR NOT STANDING FOR RE-ELECTION

For close to two decades, we have benefited from the tremendous contributions of John Alchin. During that time, he has provided strong leadership to the Board, including his service as the Chair of the Audit Committee. Mr. Alchin has been instrumental to many of our successes as a company, and we are extremely grateful for his commitment and dedicated service to the stockholders of Ralph Lauren Corporation. Mr. Alchin will not be standing for reelection, and we are extremely grateful for his commitment and service to the Company.

Corporate Governance

Our Board and management are committed to robust corporate governance.

OVERVIEW OF CORPORATE GOVERNANCE

We have in place a comprehensive corporate governance framework which incorporates and, in certain areas, exceeds the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the SEC, the NYSE, and the Dodd-Frank Act. Even though we could, as a controlled company, rely on exemptions from certain of the NYSE’s corporate governance requirements, we do not do so. In keeping with good corporate governance practices, we maintain a majority of independent directors, and each of our Board Committees are comprised solely of independent directors as required by the NSYE for non-controlled companies.

To ensure that our Board reflects an appropriate mix of attributes, qualifications, experience, and skills and continues to provide effective oversight of the Company’s strategy and performance, the Nominating Committee focuses on director succession and tenure and seeks to combine continuity of experience with fresh perspectives, expertise, and skills that match our evolving business needs provided by new directors.

This year, our Board approved updates to our Corporate Governance Policies to formalize numerical limits on director service on other public company boards to avoid overboarding.

The Corporate Governance Policies provide that a director who is also a named executive officer of the Company may not serve on more than one other public company board, a director of the Company (other than the Company’s named executive officers) who serves as a named executive officer of another public company is limited to board service at such other public company and the Company, and no other Company director may serve on more than three other public company boards. All our current directors and director nominees are in compliance with these limits.

Over the last few years, the Board has undergone significant evolution, resulting in broadened diversity of backgrounds, skills and experiences, a lower average tenure of less than 10 years, and a decreased average age of less than 64 years, with the majority of independent directors under 65 years of age. In the past few years, a number of directors joined the Board with a range of relevant experiences, key skills, backgrounds and attributes to complement the depth of knowledge and experiences of our Board, such as individuals with experience in digital and technology, artificial intelligence, media and entertainment, international sales and operations, consumer engagement, corporate citizenship, sustainability, regulatory governance, government affairs, finance and the Chinese market.

In addition to evolving the Board’s composition, the Nominating Committee reviews Committee membership annually, and the Board regularly updates its committee membership assignments based upon the Nominating Committee’s recommendations.

While there is no formal committee rotation policy for Committee assignments, the Chairs of each Committee are rotated at least once every five years. The current Chairs of our Finance Committee, Audit Committee, and Talent Committee chairs were appointed in August 2023 and the current Chair of our Nominating Committee was appointed in August 2022. Committee assignments and the designation of Committee Chairs are made based on Committee needs, director experience, interest and availability, and evolving legal and regulatory considerations. These practices promote strong Committee leadership and independence as well as director development and succession planning.

In Fiscal 2017, the independent directors appointed our first formal Lead Independent Director to provide strong, independent leadership for the Board and serve as a liaison between our Board and management. In Fiscal 2022, the independent directors updated the Lead Independent Director role and appointed Hubert Joly to serve. Mr. Joly brings extensive experience and proven leadership to the role, having served on our Board for nearly 15 years. Mr. Joly served as CEO and Executive Chairman at Best Buy for nearly eight years amassing valuable business acumen and expertise and leadership skills. He is currently a Senior Lecturer at Harvard Business School. In Fiscal 2023, the Board revised its Corporate Governance Policies to expand the role of the Lead Independent Director to include, among other things, leading the annual performance evaluation of the Board, leading the annual performance review of the CEO, reviewing with the Board succession planning for the CEO and other key management positions, and playing an increased role in crisis management oversight. Mr. Joly regularly joins each Committee meeting in his role as Lead Independent Director. This role is consistent with good governance practices for lead independent directors and positively impacts the Board’s operations, oversight and decision-making.

After the 2024 Annual Meeting, our Board of Directors will be comprised of the following twelve members:

We believe that our current Board structure with a robust Lead Independent Director and Board Committees comprised solely of independent directors provides strong leadership and oversight, as well as efficient and clear communication and administration.

We have a dual class capital structure, which we believe continues to be in the best interests of the Company. Mr. R. Lauren founded Ralph Lauren Corporation in 1967 and is the controlling stockholder of the Company with a majority ownership of the Company’s Class B Common Stock. As founder, Mr. R. Lauren is bound to the Company and has deep heritage and continues to demonstrate stewardship and loyalty. The Company bears his name, and his image and family are associated with the Company. As Executive Chairman and Chief Creative Officer, a role in which he remains a hands-on and active participant, Mr. R. Lauren’s design, development, and aesthetic continues to be the guiding vision and strategy for our Company. In addition, Mr. R. Lauren continues to maintain a strong economic tie to the Company, including through his holdings of Class A and B Common Stock. These factors, taken together, provide us with resilience and stability.

Mr. R. Lauren’s continued and deep involvement with the Company serves to provide a unique culture with a tone at the top that celebrates inclusion, diversity and equity. The Company’s purpose-driven culture is a significant element of our human capital management and we believe has helped us to recruit, attract and retain top talent across all Company functions that are necessary for our continued success. His vision and commitment to the Company has contributed to our sustained and continued long-term growth, and the long history of Mr. R. Lauren’s involvement in the Company has been one of its greatest strengths and a benefit to stockholders.

In addition, since the Company has been a public company, there has been a balance to Mr. R. Lauren’s controlling stake through a voting structure that permits the Class A stockholders, over which Mr. R. Lauren does not have control, to have direct control over Class A directors, including our Lead Independent Director (as discussed further below). As a result, Class A stockholders currently elect three directors, or 25%, of our Board, without any influence from Class B stockholders.

The long-term success of the Company for the benefit of our stockholders has been, and continues to be, the primary focus and engagement of the Board and management, including the Lauren family. Our capital structure ensures that the Company has a solid and loyal investor base throughout economic downturns and crises. Mr. R. Lauren and his family have had and continue to have a deep interest in the long-term growth and success of the Company. In 2016, the Board appointed Mr. R. Lauren’s son, David Lauren, as Vice Chairman of the Board to further his engagement with our Company and the Board, and to lend his perspective to strategy, brand development, and innovation discussions at the Board level. The Lauren family ownership and direct involvement in the Company provides stability in the face of short-term market pressures or outside influences by providing a counterbalance to vulnerability relating to business cycles and related short-term disruptive effects. This has enabled and continues to enable the Board and management, including the Lauren family, to focus on long-term sustainable growth to benefit our stockholders, which has been a benefit for over 55 years. This long-term focus is especially critical in a macroeconomic environment that is constantly changing alongside heightened regulatory scrutiny.

We believe our current structure benefits stockholders through long-term sustained financial performance.

Following a 9% increase in Fiscal 2023, we again increased our quarterly dividend by 10% in Fiscal 2025. We also returned approximately $593 million to stockholders in Fiscal 2024 through dividends and share repurchase programs, with our share buybacks more than offsetting the dilutive effect of our share-based employee compensation plans.

The current capital structure has been in place since the Company became public in April 1997 and part of our corporate disclosure since that time. There are two classes of voting stock consisting of Class A Common Stock (currently representing approximately 16% of the voting power), and Class B Common Stock (currently representing approximately 84% of the voting power). The Class B Common Stock is convertible into Class A Common Stock at a Class B stockholder’s election. Pursuant to the Company’s governing documents, each share of Class B Common Stock currently owned by Mr. R. Lauren or Lauren Family Member (as defined below) (each a Class B Permitted Holder) may not be transferred other than to another Class B Permitted Holder, except under certain limited and enumerated circumstances. In addition, at such time as a person ceases to be a Class B Permitted Holder, any and all shares of Class B held by that person shall automatically convert into shares of Class A Common Stock. Following the conversion of all Class B Common Stock, the rights of holders of all outstanding common stock will be identical. Once converted into Class A Common Stock, the Class B Common Stock will never be reissued.

Class A stockholders have long been protected within this structure through the Company’s adherence to sound and robust corporate governance practices and principles that complement the share capital structure and reinforce the Company’s strong commitment to both long-term sustainable growth and stockholder value. As previously noted, our Board has a majority of independent directors (with 9 of 12 director nominees being independent) and our Board Committees are comprised solely of independent directors. Unlike many dual-class structures, the Company’s Class A stockholders elect their own directors without any influence from Class B stockholders and are entitled to elect three members, or 25% of the Board, each to serve until the 2025 Annual Meeting of Stockholders. Once elected, there is no distinction between Class A or Class B directors and they have the same duties, votes, representation on Board Committees, and responsibilities to protect the interests of all stockholders. Our Board and management are also dedicated to stockholder engagement and annually seek engagement with our largest Class A stockholders. During our Fiscal 2024 engagements, many of our institutional stockholders expressed an understanding and recognition of the benefits of our structure. Our Lead Independent Director participated in over half of such meetings last year.

The Company’s leadership also reflects the commitment to sound and robust corporate governance practices. The Board has a strong Lead Independent Director and our CEO and Chairman positions are separate. Mr. Louvet joined the Company as President and Chief Executive Officer in 2017 and has been a member of the Board since that time. The Board of Directors believes it is appropriate for Mr. R. Lauren to be Chairman of the Board, in an executive capacity, as he continues, together with Mr. Louvet, to drive the strategic vision of our Company and to actively participate in setting our financial objectives and investment priorities. We believe that these corporate governance practices and those that are summarized on the following pages will continue to protect and preserve the interests of our stockholders.

Our corporate governance practices include:

In addition, the key components of our corporate governance framework are set forth in the following documents:

Each of the above documents is available on our investor relations website at http://investor.ralphlauren.com by clicking on “Corporate Governance.” Copies of these documents are available to stockholders without charge upon written request to our Investor Relations Department, 650 Madison Avenue, New York, New York 10022. Only the Board or a Committee of the Board with specific delegated authority, as appropriate, may grant a waiver under our codes of ethics to any director or executive officer, and any such waiver, or any amendments to our codes of ethics, will be promptly posted on our website.

COMPANY LEADERSHIP STRUCTURE

SEPARATE CHAIRMAN AND CEO ROLES

The Board believes that the Company’s current leadership structure, in which the roles of the Chairman and the CEO are separate, is appropriate for the Company at this time, taking into consideration the Company’s evolving needs, corporate strategy, operating environment, culture, and Mr. R. Lauren’s vision for and commitment to the Company. As Executive Chairman of the Board, Mr. R. Lauren works with the CEO to set overall vision, strategy, financial objectives, and investment priorities for the business. Mr. R. Lauren also continues to coach and mentor our design team and provide guidance in areas that are important to the Company, including growth in new business categories, creative talent, branding, advertising, and marketing. The separation of the Chairman and CEO roles enables the CEO to focus on the business, operations, and strategy of the Company, and allows the Company to leverage the Chairman’s blend of leadership, experience, perspective, knowledge of our Company and the industry, and vision to serve the best interests of our stockholders. This structure, together with a strong Lead Independent Director, has proven advantageous in a complex and dynamic consumer and retail landscape affected by global supply chain, macroeconomic and inflationary pressures.

DIRECTOR INDEPENDENCE AND NON-MANAGEMENT DIRECTOR MEETINGS

Our Board believes that a majority of our directors should be independent and has determined that all non-management director nominees are independent: Angela Ahrendts, Frank A. Bennack, Jr., Debra Cupp, Linda Findley, Michael A. George, Valerie Jarrett, Hubert Joly, Darren Walker, and Wei Zhang. Each of the current members of our Audit Committee, Talent Committee, Nominating Committee, and Finance Committee detailed below are independent.

In considering the independence of our independent directors, we considered, among other factors, charitable contributions to entities affiliated with our independent directors and commercial transactions conducted, from time to time, in the ordinary course of business between us and certain entities affiliated with these directors. In the case of each of our independent directors, any such transactions have substantially the same terms as are prevailing at the time for comparable businesses and the indirect interest of the independent director in the charitable contribution or transaction, if applicable, was found to be immaterial and in amounts that do not impair the independence of the relevant director under our Corporate Governance Policies and the NYSE’s corporate governance listing standards. Our guidelines for determining director independence are set forth as Appendix A to this Proxy Statement.

At each of our regularly scheduled Board and Committee meetings, the non-management, independent directors participate in an executive session without any members of the Company’s management present. In Fiscal 2024, our independent directors met together as a Board, without any management representatives present, at least once per quarter. Board meetings are structured so that the independent directors meet in executive session both at the start and at the end of each Board meeting. Our Lead Independent Director presided during these executive sessions of independent directors.

MEETINGS AND DIRECTOR ATTENDANCE

INDEPENDENT COMMITTEES OF THE BOARD OF DIRECTORS

We require all four of our Board Committees to consist solely of independent directors. The table below indicates the current membership of our Committees prior to any composition changes slated to follow the 2024 Annual Meeting.

  Chair     Member   

SPECIAL ENGAGEMENT MEETINGS & ECOSYSTEM EMERSION TOURS

On occasion, the Board and Committees will convene special meetings throughout the fiscal year to focus on a particular risk or issue that is relevant to the Company and to provide the Board with oversight, input, and guidance regarding such issues and risks. In Fiscal 2024, the Board renewed its ecosystem emersion tours with on-location review of our regional key city ecosystems by touring certain of our North American operations to engage directly with our strategy and consumer experience.

BOARD OF DIRECTORS EFFECTIVENESS

INDEPENDENT BOARD ASSESSMENT

The Company conducts regular independent assessments of its Board and Board effectiveness. In Fiscal 2023, the Nominating Committee engaged an independent third-party consultant to conduct individual interviews with each director, including management members of the Board, and to perform an objective analysis of the Board’s governance structure, evaluation process, and overall effectiveness.

Since receiving the results of this and earlier independent third-party assessments, the Nominating Committee has conducted Board effectiveness reviews to monitor the progress of implementation of certain recommendations from the assessments, such as:

Notably, these independent assessments have led to a focus on Board exposure to management and continue to prioritize deep engagement with business strategy.

In Fiscal 2024, some of the actions in which the Board engaged include, among others:

Board effectiveness is a continuing focus, and the Company’s Corporate Governance Policies were amended in 2023 to codify existing practice that requires an independent assessment of the Board and its effectiveness at least every three years. The next assessment will be conducted in Fiscal 2026. When the Nominating Committee engages a third party to assist it, the Committee approves the fees that we pay for these services. In 2024, the Corporate Governance Policies were amended to formalize numerical limits on director service on other public company boards to avoid overboarding.

FOCUS ON STRATEGY, DIVERSITY AND SUCCESSION PLANNING

Our Board is engaged with the Company’s strategy, and during Fiscal 2024, the Board was engaged in monitoring the impact of the prevailing macroeconomic and geopolitical environment. Our entire Board reviews and oversees progress on the Company’s Strategic Plan quarterly, including during executive sessions without Company management present.

Annually, the Board conducts an in-depth review of the Company’s long-term strategic plan, performance, and capital structure. The Finance Committee additionally takes a more active role in strategy oversight as it receives regular updates on strategy key performance indicators (“KPIs”) and quarterly reviews the alignment between our risk management program and our strategic priorities.

These discussions are enhanced with experiences scheduled outside regular meetings, such as on location ecosystem immersion tours with market or store visits, which provide our directors with an opportunity to see the Company’s operations at work, to assess firsthand the

execution and impact of the Company’s strategy, and to engage with senior leaders throughout the Company to deepen their understanding of our business. While visits were paused as a result of COVID-19, the Company reinstated visits to the field in May 2023 and has since toured certain of our North American and European operations. Furthermore, a full-day strategy meeting is scheduled periodically for the Finance Committee, and all members of the Board are invited to attend.

Strategy remains at the forefront of our robust succession planning process.

With a focus on evolving the Board with respect to the Company’s strategy, the Nominating Committee regularly reviews the skills and experience of the Board in consideration of the Board’s needs for the upcoming year regarding the strategy, appropriate size, and current composition of the Board in light of independence, diversity of backgrounds, skill sets, age, availability of service, and tenure of its members, among other attributes.

Our Board is also actively engaged in the oversight of our corporate culture and is continuously focused on developing an inclusive culture that is aligned with our long-term mission and strategy. Due in part to our Board’s engagement and input, the Company has recently been named as one of Parity.Org’s 2023 Best Companies for Women to Advance® and 2023 Best Companies for People of Color to Advance® and one of America’s Greatest Workplaces for Diversity 2024 by Newsweek. Since 2020, the Board has received regular updates from management on our continued efforts to strengthen our DE&I efforts across all race, ethnicity, gender, sexual orientation, disability and other demographics to ensure that equal leadership and development opportunities are available for all employees. As part of this work and to further develop and nurture the Company’s culture, the Talent Committee receives regular reviews of talent across organizations within the Company to encourage promotion from within where management identifies strong candidates, with management and the Committee working to ensure our diverse talent are fully represented in the process for promotions to the executive level. The Board has also been regularly informed of the work of our management Global DE&I Steering Committee that is directly accountable for executing on our DE&I strategies to provide a robust structural framework to advise and act upon all DE&I commitments.

The Board also actively oversees succession planning with regard to senior management, including the Executive Chairman and the Chief Executive Officer. The Chair of the Talent Committee and the Chair of the Nominating Committee work with the Lead Independent Director to review succession planning for the Chief Executive Officer, Executive Chairman and certain other specified employees annually. In addition, the Talent Committee also regularly reviews and considers succession plans for the NEOs, and reports on such plans and potential candidates during executive session of the full Board. The Talent Committee members and members of senior management regularly meet to evaluate internal and external candidates, acquaint such candidates with members of the Board, and perform succession modeling.

BOARD AND COMMITTEE EVALUATIONS

Pursuant to the Company’s Corporate Governance Policies and the Charters of each of the Board’s Committees, the Board and each of its Committees conducts a performance evaluation at least annually.

Our processes enable directors to provide anonymous and confidential feedback on topics including:

To promote effectiveness of the Board, the results of the Board performance evaluation are reviewed and addressed by the Nominating Committee in executive session and then by the full Board in an executive session led by the Lead Independent Director with input from the Chair of the Nominating Committee. The results of each Committee’s performance evaluation are discussed at an executive session of the applicable Committee and further discussed by the full Board as appropriate.

These evaluations, as well as the Fiscal 2023 and earlier independent third-party assessment described above, have had a meaningful impact on Board evolution and succession planning. As a testament to the effectiveness of these assessments, in Fiscal 2023, we added two new female directors, bringing our Board composition to 5 female directors and 3 ethnically and racially diverse directors out of our 9 independent directors on the Board. These Board evolution efforts demonstrate the Board’s focus on ensuring that each member of the Board brings the necessary skills and areas of expertise to contribute to discussions on the Company’s strategic initiatives and to oversee the risks that face our business and as they evolve.

BOARD OF DIRECTORS OVERSIGHT OF RISK

Our management is responsible for understanding and managing the risks that we face in our business, and the Board is responsible for overseeing management’s overall approach to risk management. The involvement of the full Board in reviewing our strategic objectives and business plans is a significant element of the Board’s assessment of management’s approach and tolerance for risk. In addition, the Committees of the Board report to the full Board at regularly scheduled Board meetings on any identified material risks within that Committee’s area of responsibilities and oversight, including as new risks arise. The Company also regularly conducts materiality assessments to help identify and prioritize the citizenship and sustainability issues, risks and opportunities that matter most to our business and stakeholders. Our most recent assessment was conducted in Fiscal 2022 and next assessment will be completed this fiscal year.

 

In Fiscal 2024 as in prior years, each Committee reviewed a quarterly Enterprise Risk Management report setting forth the risks overseen by each Committee of the Board and mitigation opportunities. The Company’s Enterprise Risk Management program is fully updated annually and periodically updated and supplemented as new risks and opportunities are identified by management.

The Audit Committee has responsibility for oversight of the Company’s financial statements and financial reporting related risks, including those related to our accounting, auditing, and financial reporting practices, as well as cybersecurity risks.

The Finance Committee has responsibility for oversight of the development and execution of the Company’s key strategic plans, long-term value creation strategy and the assessment of financial strategic risks, including the adequacy of any policies, procedures, and controls designed by management to assess and manage these risks.

The Talent Committee has responsibility for the oversight of our compensation policies and practices, including conducting annual risk assessments, and evaluating and approving our executive compensation and benefit plans and programs.

The Nominating Committee has responsibility for the oversight of the Company’s governance structure, including succession planning, and has been enhanced to oversee citizenship and sustainability risks and opportunities, and reports regularly to the full Board on these matters. The

Board also receives regular reports from our CEO, COO, CFO, Chief Legal Officer, Chief People Officer, and other key members of senior management regarding various enterprise risk management issues, including operational, strategic, legal and regulatory, cybersecurity and global information systems, internal audit, financial and reputational risks. The Board is also regularly informed and engaged as new risks arise.

The Company believes that the Board’s leadership structure, discussed in detail under “Company Leadership Structure” on page 29 of this Proxy Statement, supports the risk oversight function of the Board by providing for a separate role for the Chairman of the Board and the CEO, and open communication between management and the Board facilitated by a Lead Independent Director. In addition, seasoned independent directors chair each of the Board’s four Committees, which provide in-depth focus on certain categories of risks.

OVERVIEW OF CITIZENSHIP & SUSTAINABILITY RISK OVERSIGHT

We believe that delivering the next 50 years for our Company means carefully managing our impact on the environment and society, and our performance is inextricably linked to the sustainability of the world in which we operate. As a result, the full Board considers sustainability to be an important element of our business strategy and the Board’s strategic oversight. Recently, we have made strides in ensuring this oversight is robust, with the following enhancements in our programs, policies, and practices:

CHIEF GLOBAL IMPACT & COMMUNICATIONS OFFICER.

In April 2022, the Company re-organized its sustainability function by consolidating global sustainability, citizenship and human rights areas under the new role of Chief Global Impact & Communications Officer. Our Chief Global Impact & Communications Officer leads our Global Citizenship & Sustainability Steering Committee, comprised of leaders from across the Company and provides management and oversight of a number of internal working groups across all business functions to define and implement our citizenship and sustainability initiatives and better measure progress to maximize impact. Our Chief Global Impact & Communications Officer reports quarterly to the Nominating Committee and at least annually to the full Board.

CITIZENSHIP AND SUSTAINABILITY KPIs.

The Nominating Committee receives regular updates on the citizenship and sustainability metrics and goals presented in our Global Citizenship & Sustainability Reports and reports to the Board on such progress. The Board also receives an annual citizenship and sustainability KPI update as well as copies of the Company’s sustainability reports, including the annual Global Citizenship & Sustainability Report and Climate Risk Report. For Fiscal 2024, citizenship and sustainability metrics in the form of a scorecard were selected by the Talent Committee to serve as a strategic goal modifier which, if met, could adjust bonuses for the NEOs (other than Mr. R. Lauren) upwards by up to 10%. Using these metrics reflects the Company’s view of the importance of our citizenship and sustainability strategy to create positive social and environmental impacts across our Company, our industry and society.

ANALYSIS OF RISKS ARISING FROM COMPENSATION POLICIES AND PROGRAMS

At the beginning of Fiscal 2024, consistent with its annual review process, the Talent Committee reviewed an assessment by management of our compensation programs and practices for our employees, including our executive and non-executive programs and practices. This annual assessment focused on program design features and controls to evaluate whether such programs encourage unnecessary or excessive risk taking, and how policies and programs are structured to mitigate any such risks.

Selected key elements of our compensation programs that were reviewed include the following:

As a result of this review, the Talent Committee determined that any risks that may result from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company.

DIVERSITY AND DIRECTOR NOMINATING PROCEDURES

Our Board is comprised of individuals with diverse backgrounds, skill sets and business experiences, including financial expertise, active leadership, CEO experience in a variety of industries, international experience, product and channel experience, strong retail and digital commerce experience, digital and technology experience, media and entertainment experience, and corporate citizenship, sustainability, regulatory governance, government affairs, and academic expertise. Our Board members also have extensive experience on the boards of other companies and organizations, which provides an understanding of different business strategies and challenges. In seeking new Board members, we focus on adding diverse backgrounds and new skills and experiences necessary to oversee the Company’s business strategy and initiatives and fulfill the Board’s risk oversight obligations. Our recent Board evolution is aligned with the strategic initiatives of our Chairman and our CEO and are complementary to the depth of knowledge and experience currently on our Board.

The Nominating Committee identifies and evaluates candidates for nomination as directors and submits its recommendations to the full Board for its consideration. The Nominating Committee, guided by the membership criteria established by the Board in our Corporate Governance Policies, seeks highly qualified candidates who combine a broad spectrum of experience and expertise with a reputation for integrity. We maintain a majority of independent directors, and the Board considers a number of factors in selecting director candidates. Although we do not have a formal policy concerning diversity considerations, the Nominating Committee seeks nominees with a broad range of experience from a variety of industries across geographies and professional disciplines, such as finance, professional services, retail, digital commerce, technology, and corporate citizenship, along with a diversity of gender, race, ethnicity, national origin, age, geographic location and other characteristics that reflect our Company’s values and are relevant to our business strategy in determining the appropriate composition of the Board and identifying director nominees. When the Nominating Committee identifies an area in which the Board may benefit from greater representation, it may focus its candidate search on particular experience, background, or diversity characteristics, including gender, racial, ethnic, and geographical attributes.

In addition, the Board considers the contributions the individual can make to the Board and management as we strive for a body of directors reflecting various genders, racial and ethnic backgrounds, among others, and professional experiences and expertise necessary for the Board to fulfill its responsibilities and leading to a more effective oversight and decision-making process. In the Board’s annual performance evaluation, one of the factors that the Board expressly considers is whether the membership of the Board provides an adequate mix of characteristics, experience, and skills to serve the Company and its stockholders effectively.

BOARD NOMINEE SKILLS AND DIVERSITY MATRIX

As presented in the chart below, we believe our Board nominees offer a diverse range of key skills and experiences to provide effective oversight of the Company and create long-term sustainable growth for our Company through successful execution of the Company’s strategic plan. Below is a high-level summary which highlights certain of the Board nominees’ skills, qualifications and experiences and is not intended to be an exhaustive list of each director nominee’s contributions to the Board.

BALANCED MIX OF SKILLS, QUALIFICATIONS AND EXPERIENCE

 

ROLE OF NOMINATING COMMITTEE IN DIRECTOR NOMINATION

The Nominating Committee solicits and receives suggestions for, as well as comments upon, director candidates from other directors, including the Executive Chairman of the Board and the Lead Independent Director, and usually engages third parties either to assist in the search for director candidates or to assist in gathering information regarding director candidates’ background, experience, and skills.

The Nominating Committee will consider candidates recommended by our directors, members of management and stockholders, and will evaluate candidates properly recommended by stockholders on the same basis as other candidates. Candidates should have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Upon receiving a stockholder recommendation, the Nominating Committee will initially determine the need for additional or replacement members of the Board and then evaluate the candidate based on the information it receives with the stockholder recommendation or that it may otherwise acquire, and may, in its discretion, consult with the Executive Chairman, the Lead Independent Director and other members of our Board. If the Nominating Committee determines that a more comprehensive evaluation is warranted, it may obtain additional information about the director candidate’s background and experience, including by means of interviews with the candidate.

Our stockholders may recommend candidates at any time, but the Nominating Committee requires recommendations for election at an annual meeting of stockholders to be submitted to the Nominating Committee no later than 120 days before the first anniversary of the date of the proxy statement sent to stockholders in connection with the previous year’s Annual Meeting of Stockholders in order to be considered for nomination by the Nominating Committee. The Nominating Committee believes this deadline is appropriate and in our best interests and those of our stockholders because it ensures that it has sufficient time to evaluate properly all proposed candidates. Therefore, to submit a candidate for consideration for nomination at the 2024 Annual Meeting of Stockholders, a stockholder must submit the recommendation, in writing, by February 21, 2025. The written notice must include:

Recommendations must be sent to the Nominating, Governance, Citizenship & Sustainability Committee, Office of the Corporate Secretary/Legal Department, Ralph Lauren Corporation, 100 Metro Boulevard, Nutley, New Jersey, 07110.

Our stockholders may directly nominate an individual for election as a director at an annual meeting of stockholders by complying with the nominating procedures set forth in our Fifth Amended and Restated By-laws, which are described below under the caption “Additional Matters — Stockholder Proposals for the 2024 Annual Meeting of Stockholders.”