Capri Holdings LtdCPRI
Capri Holdings Ltd Stock Compensation Disclosure
Share-Based Compensation
The Company grants equity awards to certain employees and directors of the Company at the discretion of the Company’s Compensation and Talent Committee. On December 1, 2011, the Company adopted the Omnibus Incentive Plan (the “Incentive Plan”) which allows for grants of share options, restricted shares, RSUs and other forms of equity compensation. On August 7, 2025, the Company’s shareholders approved an amendment to the Incentive Plan to increase the number of ordinary shares authorized for issuance by 2,500,000 increasing the total authorized ordinary shares to 24,971,000. At March 28, 2026, there were 4,351,867 ordinary shares available for future grants of equity awards under the Incentive Plan. Option grants issued from the 2008 Plan generally expire seven years from the grant date.
Share Options
Share options are granted with exercise prices equal to the fair market value on the date of grant. Generally, options vest on a pro-rata basis over a four year service period. The following table summarizes the share options activity during Fiscal 2026, and information about options outstanding at March 28, 2026:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
Outstanding at March 29, 2025 | 180,481 | $ | 67.52 | ||||||||||||||||||||
| Granted | — | $ | — | ||||||||||||||||||||
| Exercised | — | $ | — | ||||||||||||||||||||
| Canceled/forfeited | (180,481) | $ | 67.52 | ||||||||||||||||||||
Outstanding at March 28, 2026 | — | $ | — | — | $ | — | |||||||||||||||||
Vested or expected to vest at March 28, 2026 | — | $ | — | — | |||||||||||||||||||
Vested and exercisable at March 28, 2026 | — | $ | — | — | $ | — | |||||||||||||||||
There were no vested or unvested options outstanding at March 28, 2026. There were no options exercised during Fiscal 2026 and Fiscal 2025. As of March 28, 2026, there was no remaining unrecognized share-based compensation expense for unvested share options.
There were no options granted during Fiscal 2026, Fiscal 2025 or Fiscal 2024.
Restricted Awards
The Company grants RSUs at the fair market value on the grant date. The expense related to RSUs is based on the closing market price of the Company’s shares on the date of grant and is recognized ratably over the vesting period, net of expected forfeitures.
The Company grants two types of RSUs: time-based RSUs and performance-based RSUs. Time-based RSUs generally vest in full on the first anniversary of the date of grant for the Company’s independent directors, or in equal increments on each of the third or fourth anniversaries of the date of grant (unless the employee is retirement-eligible). Performance-based RSUs generally vest in full on the third anniversary of the date of grant, subject to the employee’s continued employment during the vesting period and only if certain pre-established performance targets are met. Expense related to performance-based RSUs is recognized ratably over the performance period, net of forfeitures, based on the probability of attainment of the related performance targets. The potential number of shares that may be earned ranges from 0%, if the minimum level of performance is not attained, to 200%, if the level of performance is at or above the predetermined maximum achievement level.
The following table summarizes the RSU activity during Fiscal 2026:
| Service-based | Performance-based | ||||||||||||||||||||||
| Number of Restricted Share Units | Weighted Average Grant Date Fair Value | Number of Restricted Share Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
Unvested at March 29, 2025 | 2,992,161 | $ | 33.68 | 162,954 | $ | 36.82 | |||||||||||||||||
| Granted | 2,303,635 | $ | 18.05 | — | $ | — | |||||||||||||||||
| Vested | (1,427,809) | $ | 37.73 | — | $ | — | |||||||||||||||||
| Canceled/forfeited | (1,258,280) | $ | 29.64 | — | $ | — | |||||||||||||||||
Unvested at March 28, 2026 | 2,609,707 | $ | 19.62 | 162,954 | $ | 36.82 | |||||||||||||||||
The total fair value of service-based RSUs vested during Fiscal 2026, Fiscal 2025 and Fiscal 2024 was $54 million, $64 million and $87 million, respectively. The total fair value of performance-based RSUs vested during Fiscal 2026, Fiscal 2025 and Fiscal 2024 were $0 million, $1 million and $0 million, respectively. As of March 28, 2026, the remaining unrecognized share-based compensation expense for unvested, service-based and performance-based RSU grants was $41 million and an immaterial amount, respectively, which is expected to be recognized over the related weighted-average period of approximately 2.0 years and 0.2 years.
Share-Based Compensation Expense
The following table summarizes compensation expense attributable to share-based compensation for Fiscal 2026, Fiscal 2025 and Fiscal 2024 (in millions):
| Fiscal Years Ended | |||||||||||||||||
| March 28, 2026 | March 29, 2025 | March 30, 2024 | |||||||||||||||
| Share-based compensation expense | $ | 34 | $ | 50 | $ | 55 | |||||||||||
| Tax benefits related to share-based compensation expense | $ | 1 | $ | 6 | $ | 8 | |||||||||||
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its historical forfeiture rates. The estimated value of future forfeitures for equity awards as of March 28, 2026 is $4 million. There were no estimated forfeitures for performance-based RSUs.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | May 27, 2026 | Showing above |
| 2025 | May 28, 2025 | |
| 2024 | May 29, 2024 | |
| 2023 | May 31, 2023 | |
| 2022 | Jun 1, 2022 | |
| 2021 | May 26, 2021 | |
| 2020 | Jul 8, 2020 | |
| 2019 | May 29, 2019 | |
| 2018 | May 30, 2018 | |
| 2017 | May 31, 2017 | |
| 2016 | Jun 1, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.