Sector: Consumer Discretionary
RALPH LAUREN CORP CLASS A · Meeting: July 30, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 12 Directors
Independent director with strong retail and brand leadership experience; Ralph Lauren's 3-year total shareholder return of +256.5% outperforms the peer group median by +187 percentage points, far exceeding the 65-point threshold required to trigger a concern, and no overboarding, attendance, or independence issues were identified.
Independent director with extensive operational and e-commerce experience; no TSR trigger fires given RL's exceptional outperformance of peers, and no overboarding, attendance, or independence issues were identified.
Independent director with governance and human capital expertise; no TSR trigger fires, and no overboarding, attendance, or independence issues were identified.
Founder and Executive Chairman whose long tenure coincides with extraordinary shareholder value creation — a 3-year total return of +256.5% — which is +187 percentage points above the peer median, far exceeding any concern threshold; no other policy triggers apply.
President and CEO whose tenure since 2017 aligns with exceptional stock outperformance versus peers; no TSR trigger fires and no other policy concerns were identified.
David Lauren is the son of founder Ralph Lauren and also serves as an executive officer (Chief Branding and Innovation Officer), which creates a familial relationship to senior management that is a negative flag under policy; however, the company does not designate him as independent, the dual-class structure means Class B directors are elected by Class B shareholders who are fully informed of this relationship, and the company's extraordinary operational and stock performance mitigates concern — on balance, a FOR vote is appropriate while noting the relationship.
Long-tenured independent director with deep financial expertise designated as an audit committee financial expert; no TSR trigger fires given the company's strong outperformance of peers, and no overboarding, attendance, or independence issues were identified.
New director appointed in January 2026, which is within the 24-month exemption window under policy, so the TSR trigger does not apply; he holds two outside public company board seats (PepsiCo and Walmart), which is within the policy limit of three for non-executive directors, and his media and global digital experience is relevant to Ralph Lauren's strategy.
Independent director with deep technology and enterprise sales experience relevant to Ralph Lauren's digital transformation; no TSR trigger fires and no overboarding, attendance, or independence issues were identified.
Independent Audit Committee Chair designated as an audit committee financial expert with extensive retail and e-commerce leadership experience; no TSR trigger fires and no policy concerns were identified.
Independent Nominating Committee Chair designated as an audit committee financial expert with public policy and governance expertise; no TSR trigger fires and no overboarding, attendance, or independence issues were identified.
Independent director with strong international, e-commerce, and China market expertise; no TSR trigger fires given RL's exceptional peer outperformance, and no overboarding, attendance, or independence issues were identified.
Ralph Lauren's 12-director slate passes all major policy screens. The company's 3-year total shareholder return of +256.5% outperforms the peer group median by +187 percentage points — far above the 65-point threshold required to trigger any concern for strong-positive-TSR companies — so the TSR trigger does not apply to any director. New director Cesar Conde is exempt from the TSR trigger as he joined within the past 24 months. David Lauren's familial relationship to the founder is noted as a flag but is disclosed, non-independent classification is appropriate, and the company's outstanding performance provides significant mitigation. No director is overboarded, and all attended at least 75% of required meetings.
CEO
Patrice Louvet
Total Comp
$23,079,435
Prior Support
N/A
CEO Patrice Louvet received total compensation of approximately $23.1 million, which is within a reasonable range for the chief executive of a $24.6 billion market-cap global luxury consumer brand given the strong business results in Fiscal 2026. The pay program is well-structured: a majority of compensation is variable and performance-based, with annual cash incentives tied to measurable financial metrics (revenue, operating margin, strategic growth drivers, and an operational expense metric) and long-term equity awards (performance share units) tied to three-year relative total shareholder return and three-year cumulative adjusted return on invested capital — both of which paid out above target due to genuine outperformance. The pay-for-performance alignment is strong: Ralph Lauren's total shareholder return substantially outperformed both the peer group and the S&P 500 over one, three, and five years, the company has a meaningful clawback policy, and executive incentive pay was earned through demonstrated results rather than formulaic or discretionary windfalls.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,199,900
Non-Audit Fees
$2,232,100
The non-audit fee ratio is approximately 36% of audit fees (non-audit and audit-related fees of $396,000 plus tax fees of $1,653,000 plus other fees of $183,100 totaling $2,232,100, divided by audit fees of $6,199,900), which is comfortably below the 50% threshold that would trigger a concern; Ernst & Young is a Big Four firm appropriate for a $24.6 billion market-cap company; auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and a FOR vote is appropriate per policy, with tenure non-disclosure noted as a minor negative factor.
The 2026 Ralph Lauren annual meeting ballot is straightforward and largely uncontested: the company's extraordinary stock performance — a 3-year total return of +256.5% that outpaces its compensation peer group by +187 percentage points — clears the TSR trigger for all directors with meaningful tenure, the pay program is performance-driven and well-aligned with shareholder outcomes, and Ernst & Young's fee structure passes the independence screen comfortably. All three standard proposals (director elections, auditor ratification, and advisory say-on-pay vote) receive FOR determinations; no stockholder proposals appear on this year's ballot.
16 companies disclosed in 2026 proxy filing
