PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review the company’s annual report on Form 10-K and the entire proxy statement.

2014 Business Results

Fiscal 2014 was a year of many milestones and included these highlights:

ANNUAL MEETING OF STOCKHOLDERS

Even if you plan to attend our annual meeting in person, please authorize a proxy to cast your vote as soon as possible by:
using the internet at  www.proxyvote.com		scanning this QR code to vote with your mobile device		calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903		mailing your signed proxy or voting instruction form

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS (page 8)

DIRECTOR NOMINEES (page 12)

The following table provides summary information about each director nominee. As previously announced, current Directors Lew Frankfort and Michael Murphy are not standing for re-election. Directors are elected each year at the Annual Meeting by the stockholders. All of the nominees are currently members of Coach’s Board of Directors. The Board of Directors recommends that you vote FOR all of the Director nominees below.

Name

Age

Director Since

Principal Occupation

Independent

Audit Committee(1)

Human Resources Committee

Governance and Nominations Committee

Areas of Expertise

Other Public Company Boards

Victor Luis

48

2013

Chief Executive Officer of Coach

● Executive Leadership ● Industry Expertise ● International Strategy ● Sales, Marketing, and    Operations Experience

David Dentont

49

2014

Executive Vice President and Chief Financial Officer of CVS Health

● Executive Leadership ● Industry Expertise ● Finance

Susan Kropf

65

2006

Retired President and Chief Operating Officer of Avon Products

● Executive Leadership ● Industry Expertise ● Finance

● Kroger ● MeadWestvaco ● Sherwin Williams

Gary Loveman

54

2002

Chairman, Chief Executive Officer and President of Caesars Entertainment

● Executive Leadership ● Industry Expertise ● Finance

● Caesars    Entertainment    (Chairman) ● FedEx

Ivan Menezes

55

2005

Chief Executive of Diageo

● Executive Leadership ● Industry Expertise ● International Strategy ● Finance

● Diageo

William Nuti

50

2014

Chairman, Chief Executive Officer and President of NCR Corporation

● Executive Leadership ● Industry Experience ● International Business ● Corporate Governance ● Retail Technology    Experience

● NCR Corporation    (Chairman) ● United Continental    Holdings, Inc.

Stephanie Tilenius

47

2012

Executive-in- Residence at Kleiner Perkins Caufield & Byers

● Executive Leadership ● Consumer Internet,    Digital and eCommerce    Expertise

● Seagate    Technology

Jide Zeitlin*t

50

2006

Private investor; and retired partner at Goldman Sachs

● Executive Leadership ● Industry Experience ● Investment Banking ● Finance ● International Business

● Affiliated    Managers Group

Number of Meetings in 2014

8

6

4

The Board of Directors held six meetings during fiscal year 2014. Each of the Directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.

(1)	Michael Murphy is currently serving on our Board as the Audit Committee Chair until his term expires, after which a new Chair will be appointed by the Board.
*	Lead Outside Director
t	Audit Committee Financial Expert
	Chairman
	Member

CORPORATE GOVERNANCE HIGHLIGHTS (page 18)

The Board of Directors is elected by the stockholders to oversee management and to assure that the long-term interests of the stockholders are being served.

SUSTAINABILITY STRATEGY

We conducted a basic materiality analysis to identify the sustainability issues of most importance to our company and its stakeholders. Topics of concern for our stakeholders, include, but are not limited to, material compliance, product safety, chemical management, energy, emissions, climate change, diversity, human rights, social compliance, and health and safety.

Based on the materiality analysis, our core values, and our focus on customer needs, we established four pillars, as outlined by our Chief Executive Officer, and set forth below, which provide the organizing framework for our sustainability strategy.

2014 COMPENSATION (page 35)

Set forth below is the 2014 compensation for each Named Executive Officer as determined under Securities and Exchange Commission (“SEC”) rules. See the notes accompanying the 2014 Summary Compensation Table on page 50 for more information.

Set forth below is the 2014 target annual total direct compensation mix. For our CEO approximately 84% of his target total compensation is performance based:

Chief Executive Officer		Executive Chairman		Average of Other NEOs(1)

Salary

Target Annual Incentive

Stock Awards: RSUs

Stock Awards: PRSUs

Option Awards

APPROVAL OF THE AMENDED AND RESTATED COACH, INC. 2010 STOCK INCENTIVE PLAN (page 68)

We are seeking stockholder approval of the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (the “2010 Amended Stock Plan”), which was approved by our Board on September 19, 2014, principally to authorize an additional 7,900,000 shares for issuance thereunder (among other changes). The 2010 Amended Stock Plan is an amendment and restatement of our 2010 Stock Incentive Plan, as amended, which was originally adopted by our Board on September 17, 2010, and was subsequently approved by our stockholders on November 3, 2010. The 2010 Amended Stock Plan is a critical part of our pay-for-performance compensation program. Our stockholders should vote FOR approval of the 2010 Amended Stock Plan because:

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Coach. We are providing these proxy materials to you in connection with our Annual Meeting of Stockholders, to be held at the Company’s offices, 516 West 34^th Street, New York, New York 10001, on Thursday, November 6, 2014 at 9:00 a.m. Eastern time. As a holder of our common stock, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this proxy statement.

If you are a holder of Hong Kong Depositary Receipts, please refer to the Hong Kong Depositary Receipts proxy form or contact your Hong Kong broker for instructions on how to exercise the voting rights for your Hong Kong Depositary Receipts.

The information included in this proxy statement relates to the proposals to be considered and voted on at the Annual Meeting, the voting process, the compensation of Directors and our most highly paid executive officers, and other required information. Our Annual Report on Form 10-K for the fiscal year ended June 28, 2014 is available to review

with this proxy statement. We are mailing notices of Coach’s Annual Meeting and instructions on how to access the proxy statement (or, for those who request it, a hard copy of this proxy statement and the enclosed form of proxy) to our stockholders on or about September 26, 2014.

There are four proposals to be considered and voted on at the meeting, which are:

Our Board is not aware of any other matter that will be presented at the Annual Meeting. If any other matter is properly presented at the Annual Meeting, the persons named on your proxy will, in the absence of stockholder instructions to the contrary, vote the shares for which such persons have voting authority in accordance with their discretion on the matter.

You may vote all of the shares of our common stock that you owned at the close of business on September 9, 2014, the record date.

Holders of Hong Kong Depositary Receipts will be entitled to direct the vote of the shares represented by the Hong Kong Depositary Receipts held by them at the close of business on September 10, 2014 (Hong Kong time).

Holders of our common stock are entitled to one vote for each share of stock held by them as of the close of business on the September 9, 2014 record date. On the record

date, Coach had 275,510,202 shares of common stock outstanding and entitled to be voted at the meeting.

Please carefully consider the information contained in this proxy statement and respond as soon as possible so that your shares will be represented at the meeting. You can respond by following the instructions for granting a proxy to vote on the notice of the meeting and internet availability you received for the meeting; if you received paper copies of Coach’s proxy materials, you can respond by completing,

signing and dating your proxy card and returning it in the enclosed envelope. Alternatively, you may attend the Annual Meeting and vote your shares in person. If you grant a proxy to vote online, by telephone, or mail in a proxy card, you may still attend the meeting and vote in person; in this case, only your in-person votes will count.

No. You may authorize your shares to be voted by following the instructions presented in the notice of the meeting and internet availability you received or, if you requested a paper

proxy card, by completing, signing and dating your proxy card and returning it in the envelope provided to you.

All stockholders should bring a driver’s license, passport or other form of government-issued identification to verify their identities. In addition:

• If your shares of Coach stock are held through a broker or other financial institution (the large majority of Coach shares are held in this way, also commonly called “street name”), you will need to bring either (1) a letter from your broker stating that you held Coach shares through that institution as of the record date for the meeting or (2) a copy of the notice of Annual Meeting document you received in the mail for our Annual Meeting. If your shares are held in street name and you would also like to vote your shares in person at the Annual Meeting, you must also contact your broker or other financial institution to obtain a proxy from the record holder of your shares to present at the meeting.

• If you are a registered stockholder (meaning that your shares are held directly with Coach’s registrar and transfer agent) whose shares are registered in your own name, you may bring a copy of the notice of Annual Meeting document you received in the mail, but we are also able to check your name against the list of registered stockholders at the door.

  Stockholders whose shares are held jointly or through a company, group or other institution may bring one other person with them to attend the meeting. Please understand that for security reasons, we cannot admit to the meeting people who lack the proper identification described above.

If you hold Hong Kong Depositary Receipts, please refer to the Hong Kong Depositary Receipts proxy form or contact your Hong Kong broker for instructions on how to exercise the voting rights in respect to your Hong Kong Depositary Receipts.

To be effective, the Hong Kong Depositary Receipts proxy form, together with a valid power of attorney or other valid authority, if any, under which it is signed, must be completed

and deposited at the office of the Hong Kong Depositary Receipts Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, before 4:00 p.m. on Thursday, October 30, 2014 (Hong Kong time).

A quorum is required for the Coach stockholders to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares entitled to be voted on the record date will constitute a quorum, permitting us to conduct the business of the

meeting. Proxies received but marked as abstentions, if any, and broker non-votes described below, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

Directors will be elected by a plurality of the votes cast in the election of directors at the Annual Meeting, either in person or by properly completed or authorized proxy. This means that the eight nominees who receive the largest number of “FOR” votes cast will be elected as Directors. There are no cumulative voting rights. Broker non-votes will not have any effect on the election of Directors. See “What happens if a Director nominee does not receive a majority of the votes cast?” below for information concerning our director resignation policy.

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015 requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting, either in person or by properly completed or authorized proxy. Brokers may vote uninstructed customer shares on this matter. Abstentions will have no effect on the matter.

Adoption of a resolution approving, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis and the accompanying compensation tables (together with the related narrative disclosure) of this proxy statement, requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting, either in person or by properly completed or authorized proxy. The Company’s Executive Chairman, Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers in fiscal year 2014 are collectively referred to as “Named Executive Officers.” Abstentions and broker non-votes will not have any effect on the matter.

The approval of the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan requires “FOR” votes from a majority of votes cast on the matter at the Annual Meeting, either in person or by properly completed or authorized proxy.

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, the non-binding advisory approval of executive compensation, or the approval of the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan. If you have not provided directions to your broker, we strongly encourage you to vote your shares and exercise your right to vote as a stockholder.

When a proposal is not a routine matter and a brokerage firm has not received voting instructions from a beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a broker non-vote. Abstentions and broker non-votes will generally have no effect on any of the proposals, because they are not considered votes cast.

Under our Corporate Governance Principles, a Director nominee, running uncontested, who receives more “Withheld” than “For” votes is required to tender his or her resignation for consideration by the Governance and Nominations Committee. The Governance and Nominations Committee will recommend to the Board whether to accept

or reject the resignation. The Board will act on the tendered resignation and publicly disclose its decision within 90 days following certification of the election results. Any Director who tenders his or her resignation will not participate in the Board’s decision with respect to the resignation.

Yes. You may change your vote at any time before your proxy is voted at the meeting. You can do this in one of three ways. First, you can revoke your proxy by sending written notice to the Secretary of Coach before the meeting. Second, you can authorize online or send the Secretary of Coach a later-dated, signed proxy before the meeting. Third, if you are a

holder of record, you can attend the meeting in person and vote. If your shares are held in an account at a brokerage firm or bank, you must contact your brokerage firm or bank to change your vote or obtain a proxy to vote your shares if you wish to cast your votes in person at the meeting.

Your broker will vote your shares only if the proposal is a matter on which your broker has discretion to vote (which is limited to the ratification of the appointment of the

Company’s independent registered public accounting firm) or if you provide instructions on how to vote by following the instructions provided to you by your broker.

The expenses of soliciting proxies to be voted at the meeting will be paid by Coach. Following the original mailing of soliciting materials, we may also solicit proxies by mail, telephone, fax or in person. Following the original mailing of soliciting materials, we will request that brokers, custodians, nominees and other record holders of common stock forward copies of the proxy statement and other soliciting

materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. In such cases, Coach, upon the request of the record holders, will reimburse these holders for their reasonable expenses. The Company has engaged Alliance Advisors, LLC to solicit proxies and to assist with the distribution of proxy materials for a fee of $8,000 plus reasonable out-of-pocket expenses.

Coach’s Directors are elected each year at the Annual Meeting by the stockholders. We do not have staggered elections of our Board members. Eight Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2015 Annual Meeting of Stockholders and until he or she is succeeded by another Director who has been elected and qualifies. All of the nominees are currently members of Coach’s Board of Directors. The Board of Directors recommends that you vote FOR all of the Director nominees below.

If a nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board, or the Board may reduce the number of Directors to be elected at the Annual Meeting. The following information is furnished with respect to each nominee for election as a Director. The ages of the nominees are as of August 29, 2014.

The Company does not set specific criteria for Directors except to the extent required to meet applicable legal, regulatory and stock exchange requirements, including the independence requirements of the SEC, the NYSE and the Hong Kong Stock Exchange. Nominees for Director will be selected on the basis of outstanding achievement in their personal careers, board experience, wisdom, integrity, ability to make independent, analytical inquiries, understanding of the business environment, and willingness to devote adequate time to Board duties. While the selection of qualified Directors is a complex and subjective process that requires consideration of many intangible factors, the Governance and Nominations Committee of the Board believes that

each Director should have a basic understanding of (a) the principal operational and financial objectives and plans and strategies of the Company, (b) the results of operations and financial condition of the Company and its business, and (c) the relative standing of the Company and its business in relation to its competitors. The Board believes that each of its current Directors meet all of these qualifications, as well as the individual qualifications presented above in each of their biographies.

The Audit Committee of Coach’s Board of Directors has appointed Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for the fiscal year ending June 27, 2015. We ask stockholders to ratify the appointment of D&T as our independent registered public accounting firm at the Annual Meeting. Representatives of D&T are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

The Board of Directors held six meetings during fiscal year 2014. In addition to meetings of the full Board, Directors also attended meetings of Board committees. Each of the Directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year. The Board of Directors has an Audit Committee, a Human Resources Committee (the

“HR Committee”) and a Governance and Nominations Committee (the “GN Committee”). All of our non-employee Directors (“Outside Directors” or “Independent Directors”) are members of all Board committees. The following table shows the current membership of our Board of Directors and these committees.

All regular quarterly meetings of our Board of Directors and Board committees include an executive session of our Independent Directors without members of management present; our Lead Outside Director presides over executive sessions of the Board of Directors. Our Independent Directors and Board committees have authority to retain outside advisors as they deem necessary.

Coach encourages each member of the Board of Directors to attend each Annual Meeting of the Company’s stockholders, but has not adopted a formal policy with respect to such attendance. All of Coach’s then-sitting Directors attended the Annual Meeting of Stockholders held in 2013.

The Board of Directors and each committee of the Board of Directors conduct an annual self-evaluation, which includes an evaluation by each Director of the performance of Coach’s Chief Executive Officer, the other Directors, each committee and the Board as a whole. The results of these evaluations are discussed with the Board and committee members once completed.

The Board annually examines the relationships between the Company and each of its Directors. After this examination, the Board has determined that each of the Independent Directors who is standing for reelection at the Annual Meeting has no material relationship with the Company

(either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is independent as defined in the NYSE listing standards. The Company’s Independent Directors satisfy the independence guidelines as set out under Rule 3.13 of The Stock Exchange of Hong Kong Limited Listing Rules and are considered as

independent non-executive directors of the Company for the purpose of The Stock Exchange of Hong Kong Limited Listing Rules. Lew Frankfort and Victor Luis are members of management, and as a result, are not considered Independent Directors.

The Audit Committee is comprised solely of Independent Directors and met eight times during fiscal year 2014. The Audit Committee reviews Coach’s auditing, accounting, financial reporting and internal control functions and has sole responsibility for the selection of independent accountants. The Audit Committee or the Audit Committee Chair is required to pre-approve all audit and permissible non-audit services provided by the independent auditor on an individual basis. Furthermore, material changes in fees for professional services require supplemental approval by the Audit Committee Chair. The Audit Committee reviews Coach’s accounting principles and financial reporting, as well as the independence of Coach’s independent accountants. In discharging its duties, the Audit Committee:

• is directly responsible for the appointment, compensation determination and oversight of Coach’s independent accountants;
• is directly responsible for pre-approving the audit and non-audit services rendered by the independent accountants;
• provides oversight of, and has authority for selection and evaluation of, Coach’s internal auditors;
• meets independently with Coach’s internal auditors, its independent accountants and senior management;
• reviews the general scope of Coach’s accounting, financial reporting, annual audit and internal audit program, matters relating to internal control systems and the results of the annual audit; and

• reviews with Coach’s Chief Executive Officer and Chief Financial Officer the matters required to be personally certified by such officers in Coach’s public filings and the procedures followed to prepare for such certifications.

Coach’s Board of Directors determined that all members of the Audit Committee were “independent” as defined in the NYSE listing standards and that all were “financially literate” under the rules of the exchange. The Board has determined that Michael Murphy, the Chair of the Audit Committee, David Denton, and Jide Zeitlin are considered “audit committee financial experts” under federal securities laws. The Audit Committee operates pursuant to a charter initially approved by the Board of Directors in September 2000 and last revised by the Board in February 2010. A copy of the current charter is available on Coach’s web site, www.coach.com, through the Corporate Governance page found under “Company Information.” We will provide to any person without charge, upon request, a copy of this charter. You may obtain a copy of this charter by sending a written request to Coach, Inc., 516 West 34^th Street, New York, New York 10001, Attention: General Counsel. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee’s charter.

The HR Committee is comprised solely of Independent Directors and met six times during fiscal year 2014. Coach’s Board of Directors determined that all members of the HR Committee were “independent” as defined in the NYSE listing standards. The HR Committee operates pursuant to a charter initially approved by the Board of Directors in November 2007 (prior to which date the HR Committee’s functions were performed by a combined Human Resources and Governance Committee) and last revised by the Board in August 2013. A copy of the current charter is available on Coach’s web site, www.coach.com, through the Corporate Governance page found under “Company Information.” We will provide to any person without charge, upon request, a

copy of this charter. You may obtain a copy of this charter by sending a written request to Coach, Inc., 516 West 34^th Street, New York, New York 10001, Attention: General Counsel. The HR Committee:

• determines, approves and reports to the Board of Directors on all elements of compensation for Coach’s executive officers and other key executives, including targeted total cash compensation and long-term equity-based incentives, and oversees the administration of various employee benefit plans;
• reviews non-employee director compensation and benefits and recommends changes to the Board as necessary;

• performs, or assists the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company’s executive officers and succession planning for key executives; and

• retained the services of Semler Brossy Consulting Group, LLC (“Semler Brossy”); a description of the services provided to the HR Committee during fiscal 2014 appears below under Compensation Discussion and Analysis — Compensation Decision Making Process — Roles and Responsibilities.

The GN Committee is comprised solely of Independent Directors and met four times during fiscal year 2014. Coach’s Board of Directors determined that all members of the GN Committee were “independent” as defined in the NYSE listing standards. The GN Committee operates pursuant to a charter approved by the Board of Directors in November 2007 (prior to which date the GN Committee’s functions were performed by a combined Human Resources and Governance Committee). A copy of the current charter is available on Coach’s web site, www.coach.com, through the Corporate Governance page found under “Company Information.” We will provide to any person without charge, upon request, a copy of this charter. You may obtain a copy of this guide by sending a written request to Coach, Inc., 516 West 34^th Street, New York, New York 10001, Attention: General Counsel.

The GN Committee performs a leadership role in shaping the corporate governance of the Company, and reports to the Board of Directors on matters relating to corporate governance and the identification and nomination of new directors; these duties include succession planning for Company executive positions and conducting annual performance evaluations of the Board and its several committees.

The Corporate Governance Principles, as approved by the Board of Directors and posted on our website, set forth qualifications and criteria for our Directors. The GN Committee’s charter provides that in evaluating Director candidates, the GN Committee shall take into account all factors it considers appropriate, which may include business skills and experiences, prominence and reputation in their profession, concern for the best interests of the Company, strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board of Directors. The GN Committee’s process includes identification of director candidates and evaluation of the candidates based on the Corporate Governance Principles and the following minimum qualifications:

• the highest personal and professional ethics, integrity and values;

• commitment to representing the long-term interests of the stockholders; 
   
• an inquisitive and objective perspective, practical wisdom and mature judgment; 
   
• freedom from significant conflicts of interest; 
   
• the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and 
   
• a commitment to serve on the Board for an extended period of time.

The GN Committee’s selection process also provides for engagement of third party search firms, interviews with various members of the Committee, the Board and management, and an evaluation of each individual in the context of the Board as a whole, applying the criteria that it deems appropriate. The final selection of nominees is made by the Board of Directors.

The GN Committee will consider all candidates recommended by stockholders in accordance with the timing and other procedures established in Coach’s Bylaws for stockholder nominations. The GN Committee evaluates all candidates in the same manner, regardless of the source of such recommendation, and, subject to provisions in our Bylaws concerning proper notice by stockholders of proposed nominees, will consider all candidates recommended by stockholders. Such recommendations should include the name and address and other pertinent information about the candidate as is required to be included in Coach’s proxy statement. Recommendations should be submitted in writing to the Secretary and General Counsel of Coach at 516 West 34^th Street, New York, New York 10001. The policy and procedures for considering candidates recommended by stockholders were formally adopted by our Board in May 2004.

The HR Committee is comprised of the following Independent Directors: Susan Kropf, Chair, David Denton, Gary Loveman, Ivan Menezes, Michael Murphy, William Nuti, Stephanie Tilenius and Jide Zeitlin. None of Coach’s executive officers serve on the compensation committee or board of directors

of any other company of which any member of the HR Committee or the Board of Directors is an executive officer. The HR Committee makes all compensation decisions regarding the Company’s executive officers.

Coach has adopted a code of ethics, the Coach Global Business Integrity Program (the “Program”). The purpose of the Program is to convey the basic principles of business conduct expected of all Coach officers, employees and directors, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, Controller and other senior financial personnel performing similar functions. We require officers and employees at or above the level of Manager (and selected lower-level employees) to attend training on the Program and other matters of business ethics. In support of the Program, we have provided our employees with numerous avenues for the reporting

of ethics violations or other similar concerns, including a toll-free telephone hotline and a reporting website, both allowing for anonymity. The Program meets the definition of “code of ethics” under the rules and regulations of the SEC and is posted on our website at www.coach.com through the Corporate Governance page found under “Company Information.” We will provide to any person without charge, upon request, a copy of the Program. You may obtain a copy of the Program by sending a written request to Coach, Inc., 516 West 34^th Street, New York, New York 10001, Attention: General Counsel.

Coach’s Corporate Governance Principles (the “Guidelines”) provide the framework for the governance of Coach. These Guidelines reflect the governance rules for NYSE-listed companies and those contained in the Sarbanes-Oxley Act of 2002. The Board reviews these principles and other aspects of governance periodically. The Guidelines, together with other corporate governance documents of Coach,

are posted on our website at www.coach.com through the Corporate Governance page found under “Company Information.” We will provide to any person without charge, upon request, a copy of the Guidelines. You may obtain a copy of the Guidelines by sending a written request to Coach, Inc., 516 West 34^th Street, New York, New York 10001, Attention: General Counsel.

Under Coach’s Bylaws and the Guidelines, the positions of Chairman of the Board and Chief Executive Officer may be held by one person or separately. Since the inception of the Company in June 2000 and until January 2014, Lew Frankfort held the positions of both Chairman and Chief Executive Officer. In January 2014, Mr. Luis became the Company’s Chief Executive Officer and Mr. Frankfort, its Executive Chairman.

The Board believes that this governance structure — Mr. Luis as the Company’s chief executive and member of the Board and Mr. Frankfort remaining as Executive Chairman of the Board — has allowed the Company to continue to execute its strategy and business plans to maximize stockholder value, while ensuring a seamless transition of the chief executive role. Under this governance structure, the Company continues to have an independent Lead Outside Director.

Our policy as to whether the role of the Chairman and the Chief Executive Officer should be separate is to adopt the practice that best serves the stockholders’ interests and the Company’s needs at any particular time. As Mr. Frankfort will not be standing for re-election to the Board at our 2014 Annual Meeting of Stockholders, the Board intends to appoint Jide Zeitlin, currently the Company’s Lead Outside Director, as Chairman of the Board at such time. Under this structure, we expect that the Chief Executive Officer will be able to focus his time and energy on managing the Company and leverage the experience and perspective of our Chairman, who we expect will be well positioned to provide our Chief Executive Officer with guidance, advice and counsel regarding our business, operations and strategy.

The Company has also adopted various policies to provide for a strong and independent Board. The Board and the GN Committee have assembled a Board comprised of capable and experienced directors who are currently or have been leaders of major companies or institutions, are independent thinkers, and have a wide range of expertise and skills. The Board annually examines the relationships between the Company and each of its Directors. After this examination, the Board has determined that each of the non-management Directors who are standing for reelection at the Annual

Meeting have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and is independent as defined in the NYSE listing standards. All Directors, with the exception of Messrs. Frankfort and Luis, are independent as defined under NYSE regulations, and all Committees of the Board are made up entirely of Independent Directors. The Board and these Committees are empowered to retain their own counsel or advisors as they deem necessary.

Currently Jide Zeitlin, the Chair of the GN Committee, also serves as Coach’s Lead Outside Director. The Lead Outside Director’s duties and responsibilities include: (i) presiding at all meetings of the Board at which the Chairman and Chief Executive Officer are not present, including executive sessions of the Independent Directors; (ii) orchestrating dialogue among the Independent Directors to enhance productivity of conversations with management; (iii) serving as liaison between the Chairman and the Chief Executive Officer and the Independent Directors; (iv) acting as a liaison

between stockholders and the Board where appropriate; and (v) working with the Chairman and the Chief Executive Officer in developing the Board’s agenda, including the review of select information sent to the Board, and proposed meeting schedules to assure that there is sufficient time for discussion of all agenda items. Based on these duties and responsibilities, the Board believes that the Lead Outside Director provides an active independent leadership role in the Company’s affairs.

The Company does not have a formal policy regarding the diversity of the Board. Instead, the GN Committee considers the Board’s overall composition when considering Director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the

Company’s current and expected future needs. In addition, the GN Committee also believes that it is desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

Under Coach’s Bylaws and Guidelines, it is the duty of the Board to oversee the management of Coach’s business, including assessing major risks facing the Company and reviewing options for mitigating these risks. The Board, in its oversight role, periodically reviews the Company’s risk management policies and programs to ensure risk management is consistent with the Company’s corporate strategy and effective in fostering a culture of risk-aware and risk-adjusted decision-making throughout the organization. The Company conducts a rigorous risk management program that is designed to bring to the Board’s attention the Company’s most material risks for evaluation, including strategic, operational, financial and legal risks. The Board and its committees work with senior management, as well as

Coach’s independent and internal auditors and other relevant third parties, to ensure that enterprise-wide risk management is incorporated into corporate strategy and business operations. The Board has delegated to its committees responsibility to evaluate elements of the Company’s risk management program based on the committee’s expertise and applicable regulatory requirements. In evaluating risk, the Board and its committees consider whether the Company’s risk programs adequately identify material risks facing the Company in a timely fashion; implement appropriate responsive risk management strategies; and adequately transmit necessary information with respect to material risks within the organization.

Lew Frankfort Executive Chairman since January 2014, has been involved with the Coach business for more than 30 years. He served as Chairman and Chief Executive Officer of Coach from November 1995 through December 2013. He has served as a member of Coach’s Board of Directors since June 1, 2000, the date of incorporation. Mr. Frankfort served as Senior Vice President of Sara Lee Corporation from January 1994 to October 2000. Mr. Frankfort was appointed President and Chief Executive Officer of the Sara Lee Champion, Intimates & Accessories group in January 1994, and held this position through November 1995. From September 1991 through January 1994, Mr. Frankfort held the positions of Executive Vice President, Sara Lee Personal Products and Chief Executive Officer of Sara Lee Accessories. Mr. Frankfort was appointed President of Coach in July 1985, after Sara Lee acquired Coach, and held this position through September 1991. Mr. Frankfort joined Coach in 1979 as Vice President of New Business Development. Prior to joining Coach, Mr. Frankfort held various New York City government management positions and served as Commissioner, New York City Agency for Child Development. He also serves on the Board of Directors of Teach for America, a public-private partnership aimed at eliminating educational inequity in America, and Advanced Assessment Systems LLC (LinkIt!), a provider of online testing, data management and intervention solutions serving the K-12 educational market, and he is a member of the Board of Overseers at Columbia Business School. Mr. Frankfort holds a Bachelor of Arts degree from Hunter College and an M.B.A. degree in Marketing from Columbia University.

Jane Nielsen was appointed Chief Financial Officer in September 2011. Ms. Nielsen joined Coach from PepsiCo, Inc., where since 2009 she was Senior Vice President and Chief Financial Officer of PepsiCo Beverages Americas and the Global Nutrition Group, with combined revenues of $17 billion. In her role, Ms. Nielsen was responsible for all financial management including financial reporting, performance management, capital allocation and strategic planning. From 1996 to 2009, Ms. Nielsen held successively senior roles in finance with PepsiCo, as well as with Pepsi Bottling Group, including in the areas of Mergers & Integration, Investor Relations and Strategic Planning. From 1990 until joining PepsiCo in 1996, Ms. Nielsen was with Marakon Associates, a global strategy consulting firm, and

began her career in 1986 at Credit Suisse First Boston as an analyst. She serves on the Board of Directors of Pinnacle Foods Inc. Ms. Nielsen has a BA in Economics from Smith College and an M.B.A. from Harvard Business School.

Todd Kahn was appointed Global Corporate Affairs Officer in April 2014, after becoming Executive Vice President, Corporate Affairs in May 2013, and Executive Vice President in August 2011, after joining Coach as Senior Vice President, General Counsel and Secretary in January 2008. Prior to joining Coach, from July to September 2007, Mr. Kahn served as President and Chief Operating Officer of Calypso Christian Celle, a luxury lifestyle brand. From January 2004 until July 2007, Mr. Kahn served as Executive Vice President and Chief Operating Officer of Sean John, a private lifestyle apparel company. From August 2001 until December 2003, he was President and Chief Operating Officer of Accessory Network, a private accessory company. Before joining Accessory Network, Mr. Kahn served as President and Chief Operating Officer of InternetCash Corporation, an Internet payment technology company. He served as Executive Vice President and Chief Operating Officer of Salant Corporation, a public apparel company, after joining the company as Vice President and General Counsel in 1993. From 1988 until 1993, Mr. Kahn was a corporate attorney at Fried, Frank, Harris, Shriver and Jacobson in New York. Mr. Kahn received a Bachelor of Science degree from Touro College and a Juris Doctor from Boston University Law School.

Sarah Dunn was appointed Global Human Resources Officer in April 2014, after becoming Executive Vice President in August 2011, and joining Coach as Senior Vice President, Human Resources in July 2008. Prior to joining Coach, Ms. Dunn held executive positions at Thomson Financial and at Reuters, international multimedia news and financial information agencies in London and New York. She joined Thomson Financial in 2003 as Chief Content Officer and was appointed Executive Vice President, Human Resources and Organizational Development in April 2005. Prior to that at Reuters she was President of Corporates and Media Division and she also served as Chief Executive Officer of Lipper, and as a Board Member of Factiva. Ms. Dunn holds a Bachelor of Science degree in Human Sciences from University College, London, U.K., and a Masters degree in Information Science from City University, London.

The table below presents information, as of August 29, 2014, except as otherwise noted below, with respect to the beneficial ownership of Coach’s common stock by each stockholder known to us to be the beneficial owner of more than 5% of our common stock, each Director and Director nominee, our Named Executive Officers, and all Directors and executive officers as a group. Except as otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

In general, “beneficial ownership” includes those shares a Director or executive officer has the power to vote, or the power to transfer, and stock options or other derivative securities that

are exercisable currently or will become exercisable within 60 days. Where indicated, the beneficial ownership described below includes share unit balances held under Coach’s stock incentive plans and Non-Qualified Deferred Compensation Plan for Outside Directors. The value of share units and share equivalents mirrors the value of Coach’s common stock. The amounts ultimately realized by the Directors will reflect all changes in the market value of Coach common stock from the date of deferral or accrual until the date of payout. The share equivalents do not have voting rights but are credited with dividend equivalents, if any.

In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to approve the following advisory resolution at the 2014 Annual Meeting of Stockholders:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the proxy statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the accompanying executive compensation tables and related narrative.”

Adoption of the above resolution requires “FOR” votes from a majority of the votes cast on the matter at the Annual Meeting. This vote is advisory, which means that the vote to approve the Company’s executive compensation is not binding on the Company, our Board or the HR Committee of the Board. The Board values stockholders’ opinions and the HR Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Your vote on this resolution is not intended to address specific elements of compensation, but rather relates to the overall compensation of our Named Executive Officers, as described in this proxy statement.

The Company currently asks its stockholders to approve, on an advisory basis, the compensation of its Named Executive Officers, on an annual basis; therefore, the Company’s stockholders will again be presented with such a proposal at the Company’s 2015 Annual Meeting of Stockholders.

Our compensation programs are designed to reward our Named Executive Officers and employees for furthering the Company’s primary objective: driving sustainable increases in stockholder value through ongoing sales and earnings growth. To further this objective, our compensation programs seek to reward our Named Executive Officers and other executives for Coach’s and their sustained high performance, to attract and retain outstanding talent and to align compensation with the long-term interests of our stockholders. A key element of our compensation approach

is pay-for-performance. In deciding how to vote on this proposal, the Board urges you to consider the following factors, which are more fully discussed in the Compensation Discussion and Analysis below:

• Although fiscal year 2014 was a challenging year, Coach has consistently delivered strong operating results over the long-term. 
   
• The majority of executive compensation is variable, which means the ultimate value the executive earns depends on Coach’s financial and/or stock price performance. 
   
• We believe we set aggressive goals for financial performance, and we tie those goals to our Annual and Long-Term Incentive Plans. We did not meet the majority of our fiscal year 2014 performance targets and performance-based pay declined significantly from the prior year as a result. 
   
• In January 2014, Victor Luis succeeded Lew Frankfort as Chief Executive Officer, and in June we shared with investors our long-term strategic plan to reinvigorate and transform our business. Our compensation programs are evolving for fiscal year 2015 to align with these important changes. 
   
• The HR Committee considered feedback from stockholders and governance groups in designing the compensation package for our CEO. For example, Mr. Luis’s compensation package:
   
• includes performance restricted stock units (“PRSUs”) as 60% of the annual long-term incentive grant mix, with three year performance periods starting with the fiscal year 2015 grant;
   
• utilizes rigorous relative and absolute TSR performance goals for his one-time five-year grant of PRSUs (the “Appointment Grant”); and 
   
• includes reasonable severance, notice periods and restrictive covenants, which serve to protect both Coach and Mr. Luis under pre-defined situations.

• The HR Committee also considered feedback from stockholders and governance groups in redesigning its Long-Term Incentive Plan for fiscal year 2015, so that one-third of the annual award for Named Executive Officers (other than Mr. Luis) is in the form of PRSUs with a three year performance period and performance measures aligned with our new long-term strategic plan.
   
• The Company has no guaranteed salary increases or guaranteed cash bonuses for its Named Executive Officers.
   
• We balance risk and reward by including clawback provisions, multiple performance criteria, and caps on potential annual incentive and PRSU payments.

• We have stock ownership guidelines for our Directors and Named Executive Officers. All of our Directors and Named Executive Officers currently exceed these guidelines, except for those who have not yet reached the permitted timeframes to acquire shares.
   
• We have not entered into fixed term employment agreements with new Named Executive Officers.

This Compensation Discussion and Analysis (“CD&A”) explains the compensation program for the following individuals, all of whom are considered Named Executive Officers (“NEOs”) for fiscal year 2014. During the fiscal year, there were several changes within our leadership team:

the departure of Jerry Stritzke during the first quarter, the appointment of our new CEO, Victor Luis, and the transition of our long-time Chairman and CEO, Lew Frankfort, to Executive Chairman effective January 1, 2014.

During the fourth quarter of fiscal 2014 Coach announced a multi-year strategic plan with the objective of transforming the brand and reinvigorating growth, which will enable the Company to return to “best in class” profitability. This multi-faceted, multi-year transformation plan (the “long-term strategic plan”) builds on the core brand equities of quality and craftsmanship with the aim of evolving our competitive value proposition. We believe our strategy offers significant growth opportunities in handbags and accessories, as well as in the broader set of lifestyle categories that we have operated in for some time but are less developed, including footwear and outerwear. Successful execution of this plan will require an integrated approach, across product, stores, marketing and promotional activities. It will also entail the roll-out of carefully crafted aspirational marketing campaigns to define our brand and to deliver a fuller and more consistent brand expression.

To fund and execute this plan requires: (i) the investment of approximately $500 million in capital improvements in our stores and wholesale locations in fiscal 2015 and fiscal 2016; (ii) the optimization of our North American store fleet, including the closure of approximately 70 underperforming

locations in fiscal 2015; (iii) the realignment of inventory levels to reflect our elevated product strategy in fiscal 2014; (iv) the investment of approximately $50 million in incremental advertising costs to further promote our new strategy starting in fiscal 2015; (v) the significant scale-back of our promotional cadence, particularly within our outlet Internet sales site starting in fiscal 2014; and (vi) process streamlining and reduction in selling, general and administrative expenses. We believe that long-term growth can be realized through our transformational efforts over time. Our long-term strategic plan will serve as the basis for our incentive compensation plans going forward.

Financially, fiscal year 2014 proved to be challenging for Coach, most notably in the North America women’s bag and accessory business, with the rapid growth of competitors and declining traffic in our key North America market. However, it was also a year of many accomplishments, including the successful integration of our retail businesses in Europe, surpassing $500 million in sales in China, and driving our Men’s business to about $700 million in sales globally.

The combination of significant external competition, a new long-term strategic plan, and leadership changes presented challenges and opportunities. The key compensation decisions made in fiscal year 2014 were driven by Coach’s need to attract, motivate and retain the executive team to lead the Company through our transformation. Specifically, the HR Committee:

• Prioritized a strong linkage between pay and performance in setting Mr. Luis’s compensation as CEO,

• Made special brand transformation equity grants (referred to as “Transformation PRSUs” or “Transformation RSUs,” as applicable) to members of the executive team in a mix of Restricted Stock Units (“RSUs”) and Performance Restricted Stock Units (“PRSUs”) linked to relative total stockholder return (TSR) performance, and

• Increased the focus on profitability and sales in the annual incentive plan for 2014.

On January 1, 2014, as contemplated in previous public announcements, Mr. Frankfort, the Company’s then Chairman and CEO, retired as CEO and was appointed by the Board as Executive Chairman. Concurrently, the Board

appointed Mr. Luis, then President, Chief Commercial Officer and member of the Board, to the position of CEO. The HR Committee determined Mr. Luis’s fiscal 2014 target compensation in February 2013 after a review of several

criteria, including: information on base salaries and annual and long-term incentives among the CEOs of our peer group, compensation packages for new CEO appointments at other companies within the broader retail sector, internal pay equity, our strategic objectives and business challenges and, corporate governance best practices. Please see the Peer Group and Competitive Assessment of Compensation section for information on our peer group. His compensation was designed to drive successful execution of the Company’s long-term strategic and financial performance, which is expected to result in stockholder value creation over time.

Highlights of Mr. Luis’s fiscal 2014 compensation are:

• An annual base salary of $1,250,000 upon appointment to CEO as of January 2014; an increase of 13.6% from $1,100,000 in his previous role.

• An annual cash incentive opportunity with a target award of 150% of base salary. Based on our results, this award was paid out at approximately 35% of target, or 52% of base salary.

• See the Annual Incentive Plan section for details.

• A long-term incentive award with a grant date fair value of at least $4,800,000 comprised of 60% PRSUs and 40% stock options.

• The stock options vest in one-third increments over three years.

• The PRSU award for the fiscal year 2014-2016 performance cycle vests in one-third increments over three years. Based on our results, the first tranche of this award was earned and paid out at 71% of target.

• Subsequent annual PRSU awards will be eligible to vest in full on the third anniversary of the grant date, subject to three-year performance periods.

• See the Long-Term Incentive Plan section for details.

Prior to fiscal year 2014, in March 2013, upon his appointment as Chief Commercial Officer and CEO-elect, Mr. Luis was awarded a one-time grant of PRSUs (the “Appointment Grant”) tied to Coach’s total stockholder return (“TSR”) relative to the companies in the S&P 500 Index over a five-year period. The performance goals for this award are rigorous and challenging. If Coach’s relative TSR is below 60^Th percentile, the award will be forfeited. See the section below titled Employment Agreements and Compensatory Arrangements – Luis Letter Agreement for details.

Over the long-term, there has been strong alignment between our financial performance, TSR, and the compensation of our CEOs. Diluted EPS and operating income growth have exceeded a 10% compound annual growth rate (“CAGR”) over the last ten years, and TSR has grown at a CAGR of 5%. We experienced a decline in diluted EPS, operating income and TSR over the past three years,

during which our performance lagged our peers. Over the same period, the reported and realizable value of our CEO pay has also declined. We are now beginning execution of our long-term strategic plan, a multi-year brand and business transformation with the objective of returning our business to “best in class” profitability by the end of our long-range planning horizon.

As displayed in the graph:

• Indexed TSR represents the cumulative change to $100 invested in Coach common stock over the observation period, with dividends reinvested. $100 invested in Coach’s common stock on June 30, 2011 decreased to $57.20 by the end of fiscal year 2014, a -17% CAGR.

• Fiscal year 2014 reported CEO pay for Mr. Luis, as shown in the Summary Compensation Table, was 40% lower than reported CEO pay for Mr. Frankfort in fiscal year 2013. Mr. Frankfort’s reported CEO pay declined 9% from fiscal year 2012 to 2013.

• Mr. Luis’s Appointment Grant (PRSU grant tied to relative TSR) was granted in fiscal year 2013 before Mr. Luis became CEO and is therefore not included as “CEO pay.” At this time Coach’s TSR performance relative to the S&P 500 is below the threshold performance level required for any of the shares to be earned.

• Realizable pay also declined from year to year.

Coach’s executive compensation philosophy is focused on pay for performance and is designed to reflect governance practices that align with the needs of our business. Below is

a summary of compensation practices we have adopted to drive performance and to align with stockholder interests, alongside those practices we do not employ.

At our 2013 Annual Meeting of Stockholders, we held an advisory vote on executive compensation (“Say on Pay”), and 91% of the votes cast were in favor of our compensation programs, an increase of ten percentage points over the 2012 result. The HR Committee believes the result reflected strong stockholder support for the changes in Coach’s compensation programs and practices, which began with the design of Mr. Luis’s compensation arrangement.

Although proxy advisors supported our compensation programs in 2013, a number of ongoing concerns were raised with respect to duplicative performance measures in annual and long-term incentives, short performance periods for long-term incentives, and large annual stock option grants. Stockholder and proxy advisor feedback were all considered by the HR Committee in redesigning our annual and long-term incentive programs for fiscal year 2015.

As the business and executive compensation environments continue to evolve, we and the HR Committee continue to modify our programs and practices accordingly. The design of Mr. Luis’s compensation program reflects our efforts to align new programs with current market trends, best governance practices, and stockholder feedback to ensure strong pay for performance alignment. Specifically, we took the following actions in crafting Mr. Luis’s compensation arrangement:

• Discontinued the use of time-vested RSUs, resulting in a long-term incentive mix that is entirely performance-based;

• Incorporated PRSUs as 60% of the annual equity grant mix;

• Utilized rigorous relative and absolute TSR performance goals for the one-time, five-year Appointment Grant. No shares will be earned for negative absolute TSR or if TSR is below the 60th percentile of the companies in the S&P 500 Index; and

• Similar rigorous TSR performance goals apply to the special Transformation PRSUs granted to other Named Executive Officers and senior executives in August 2013.

And, in response to the feedback we received with our 2013 proxy, beginning in fiscal year 2015, our long-term incentive program for Named Executive Officers other than Mr. Luis, will be 67% performance-based, with:

• one-third in PRSUs with three-year performance and vesting periods, and with challenging performance measures tied to objectives in our long-term strategic plan;

• one-third in stock options vesting equally over three years; and

• one-third in RSUs vesting in full on the third anniversary of the grant date.

Performance measures for the FY15-17 PRSU grants will not duplicate those used in our Annual Incentive Plan. Additional information on these changes can be found in the Fiscal Year 2015 Compensation section.

The HR Committee intends for these changes to support its pay for performance philosophy and balance the key elements of risk, reward and retention required to drive our business transformation and execute our long-term strategic plan, and that we have responded to all substantive feedback received from stockholders and proxy advisors.

Coach’s primary objective is to drive sustained increases in stockholder value through ongoing sales and earnings growth. Our business strategy and our compensation programs are aligned with this objective: we strive to deliver a market-competitive level of fixed compensation, with the opportunity for above-average rewards when Coach and the executive exceed our performance objectives. The compensation program for Coach’s Named Executive Officers is designed to serve the following goals:

• Reward performance, with performance-based pay constituting a significant portion of total compensation;

• Support the attainment of Coach’s short- and long-term strategic and financial objectives;

• Align Named Executive Officers’ interests with our stockholders’ and encourage ownership of Coach stock by our Named Executive Officers;

• Reward Named Executive Officers for continuous improvement in key financial metrics that drive stockholder value;

• Enable us to attract and retain the executive talent necessary to profitably grow our business and drive stockholder value; and

• Be competitive with Coach’s peer companies.

These objectives have not changed as we enter a period of transformation; however, the design of our programs is evolving to align with our long-term strategic plan. Successful execution of our transformation will require a high level of executive talent, with competitive and motivational compensation programs specifically tied to the Company’s goals and objectives.

Compensation for our Named Executive Officers includes both fixed and performance-based components, with an emphasis on performance-based elements. We consider a component to be performance-based if the amount eventually earned or paid varies based on one or more elements of the Company’s financial performance (e.g., operating income, earnings per share, etc.) or stock price performance. Performance-based components are designed so that above-average performance is rewarded with above-average payouts, and vice versa. The fixed components of compensation are designed to be competitive. That said, we do not attempt to benchmark any single element of compensation to specific peer company percentiles or ratios, rather peer company data is one of several factors considered by the HR Committee when determining executive compensation. See Compensation Decision Making Process for details.

Performance-based compensation components include:

• Annual Incentives: The 2013 Coach, Inc. Performance-Based Annual Incentive Plan (the “Annual Incentive Plan”) is designed to encourage our executives, including our Named Executive Officers, to exceed the annual financial performance goals established by the HR Committee early in each fiscal year.

• Long-Term Incentives: the 2010 Coach, Inc. Stock Incentive Plan (the “Stock Plan”) is designed to encourage our executives, including our Named Executive Officers, to balance annual and long-term performance and align executive rewards with stockholders. The Stock Plan allows:

• Performance Restricted Stock Units: In the past, we had not used PRSUs as a part of annual long-term incentive grants, using them instead for special retention awards. However, in fiscal year 2014, annual PRSUs formed the majority of Mr. Luis’s long-term incentive award and the HR Committee intends to use them for all Named Executive Officers beginning in fiscal year 2015.

• Stock Options: We grant stock options to drive a focus on the strategies and performance that we expect to result in increased stockholder value over time. Since they have value only when our stock price increases from the price on the date of grant, stock options are a critical motivational tool to support Coach’s sustained success and growth. We utilize stock options because of this strong pay for performance relationship.

Fixed compensation components include:

• Base Salary: We consider competitive base salaries to be necessary to attract and retain qualified, high performing executives. Prior experience, scope of responsibility, and performance are key elements considered in setting base salaries.

• Restricted Stock Units: We have granted RSUs annually to our Named Executive Officers to encourage retention. Although the number of shares earned depends solely

on retention, their value rises (and falls) with the price of common stock, adding a performance element to these awards. Mr. Luis does not receive such RSUs.

The fiscal year 2014 weight, amount, and vesting of these performance-based and fixed compensation components, for each of the Named Executive Officer are outlined in the Fiscal Year 2014 Compensation section.

The HR Committee worked with its independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”) to ensure each Named Executive Officer’s fiscal year 2014 compensation was aligned with our annual and long-term objectives, and included an appropriate balance of fixed and performance-based pay elements. During fiscal year 2014, the HR Committee:

• Did not increase salary levels for the Named Executive Officers, other than for Mr. Luis. With Mr. Luis’s appointment to CEO, he received a 13.6% salary increase effective in January 2014. Details of salary decisions are found in the Base Salary section below;

• Set financial goals for the fiscal 2014 Annual Incentive Plan and target awards for each NEO. Details of goals and results are found in the Annual Incentive Plan section below;

• Made annual long-term incentive award grants to each Named Executive Officer in the form of stock options, PRSUs and/or RSUs. Details of these grants are found in the Long-Term Incentive Plan section below;

• Granted our NEOs, excluding Mr. Luis, special Transformation PRSUs tied to Coach’s achievement of rigorous and challenging relative TSR goals, along with Transformation RSUs. Details of these grants are found in the Long-Term Incentive Plan section below.

The following charts depict the relationship between the primary elements of Coach’s target annual total direct compensation mix for fiscal year 2014 for each Named Executive Officer. For our CEO, 84% of his target total compensation is performance-based. The chart illustrates target total compensation for fiscal year 2014 as described in the Base Salary, Annual Incentive Plan and Long-Term Incentive Plan sections below.

Coach employees, including our Named Executive Officers, are paid a base salary based on the responsibilities of their positions, the skills and experience required for the position, their individual performance, business performance, labor market conditions and with reference to peer company salary levels.

The annual salary rates in effect during fiscal year 2014 for our Named Executive Officers are listed below. With the exception of Mr. Luis, the salaries of Named Executive Officers remained unchanged from the prior year.

In determining the financial measures, targets, and incentive payout schedule, the HR Committee considers prior fiscal year performance, desired financial performance levels in line with our annual and long-range financial plan, and macroeconomic conditions. Actual payments are made in cash to all participants within three months after the end of our fiscal year, based on the degree to which the objectives have been achieved, as certified and approved by the HR Committee. No executive may receive an annual incentive payment exceeding $6.0 million under the Annual Incentive Plan for any fiscal year.

For fiscal year 2014, the HR Committee approved the performance measures, associated weights, and the results necessary to earn various levels of payout, all of which are displayed in the following table. In previous years, free cash flow had been weighted at 25% of the annual incentive plan; for fiscal 2014, the HR Committee decided to increase the focus on sales and operating income by removing free cash flow as a measure, increasing the weight on sales to 25% from 10% and increasing the weight on operating income to 50% from 40%. The HR Committee intended these increased weights to motivate a strong focus on improving both sales and operating income, and with the belief that they will drive long-term stockholder value creation. The fiscal year 2014

threshold, target, and maximum performance values were determined knowing the Company was in an environment characterized by strong external competition from emerging accessories brands and heavy promotional internet sales. The target values were aligned with the Company’s annual operating plan, which reflected operating income and diluted EPS levels less than the prior year, and sales growth of 1% over the prior year. The HR Committee deemed these targets would be sufficiently challenging to merit payout of “target” annual incentive awards. The maximum performance levels for operating income and diluted EPS were set to equal the prior year’s actual results, which the HR Committee deemed would be extremely challenging to reach. Achieving the “target” performance level shown below for each performance measure entitled the Named Executive Officer to receive his or her target award for that measure; achieving the “maximum” award level shown below entitled the Named Executive Officer to receive his/her maximum award, or one-third above the target award for that measure. If performance is at or below the “threshold” performance level shown below, there is no payout for that measure. As displayed below, our fiscal year 2014 non-GAAP financial results were between the threshold and target levels for all three measures, yielding a weighted average payout for all NEOs of approximately 35% of target.

Using the above financial achievement relative to the established goals, the following table shows the fiscal year 2014 “target” awards as a percent of base salary that each Named Executive Officer could earn, and the actual award earned, shown as a percent of base salary and dollars paid. The target award levels were assigned by the HR Committee

based on the role and responsibility of each position, peer company levels and with reference to any employment agreements. The resulting payouts are displayed in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation.”

Long-term incentives (“LTI”) represent a significant proportion of compensation at Coach and are designed to reward participants the way stockholders are rewarded: through growth in the value of Coach’s common stock. At the end of fiscal year 2014, over 1,600 of our employees were eligible to receive an annual long-term incentive award. We offer an “equity choice” program, under which eligible employees may elect to receive their annual long-term incentive in the form of stock options, RSUs or a combination of the two. Under this program, the ratio of stock options to RSUs is set so that the grant date fair market value of stock options and RSUs is approximately equal. Equity Choice is not available to our CEO or our other Named Executive Officers. Our CEO receives 60% of his annual LTI award value in PRSUs and 40% of his LTI award value in stock options. The other NEOs annually receive a combination of stock options and RSUs as set by the HR Committee based on each executive’s role in the organization and with a heavier weight on stock options, since stock options’ eventual value is more strongly tied to increases (or decreases) in stockholder value, aligned with our pay for performance philosophy. Regardless of the form of award, the overarching purpose of the long-term incentive grants is to align executives’ interests with those of our stockholders, reward employees for enhancing stockholder value, encourage retention and provide a means to increase ownership of Coach common stock. We also grant special PRSUs and RSUs on a selective basis as part of new hire agreements, to encourage retention or to reward extraordinary individual results.

The number of PRSUs, stock options and/or RSUs granted to an NEO each year is designed to reflect relatively consistent target grant value on a year to year basis, so the number of shares granted is therefore adjusted each year based primarily on changes in Coach’s stock price and the underlying assumptions used in calculating the expense of

a stock option. Adjustments may also be made based on changes in the executive’s responsibilities and performance, changes in the competitive marketplace, or other factors determined by the HR Committee.

All awards are made under the terms and conditions of the 2010 Stock Incentive Plan. Awards are made on predetermined dates, with the majority of the awards made on the date of the HR Committee’s regularly scheduled August meeting, at the same time that salary increases and annual incentive award payments are approved. Off-cycle grants, where applicable for new hires and other special events, may be made on the first business day of each fiscal month if warranted.

An agreement documenting each grant includes specific provisions relating to the executive’s termination. Our stock option, RSU, and PRSU grants contain a financial penalty (which extends for a period beyond the exercise of options or the vesting of RSUs or PRSUs) for executives who violate our non-competition and/or non-solicitation rules or who violate other business standards established by Coach (a “clawback”). Special rules that accelerate vesting apply to terminations due to death or permanent disability, or a termination in connection with a change in control, and vesting may continue in the case of a qualified retirement (unless otherwise specified in the applicable grant agreement) or following an involuntary termination of employment under some circumstances.

Performance Restricted Stock Units: PRSUs represent 60% of Mr. Luis’s annual long-term incentive grant. Per the terms of the Luis Letter Agreement (see Employment Agreements and Compensatory Arrangements), Mr. Luis’s 2014 PRSU is scheduled to vest in equal one-third increments over three years (however, his future PRSU grants will vest in full after three years, subject to Coach’s performance over

three-year performance periods). Although PRSUs were not part of the 2014 annual LTI grant for the other Named Executive Officers, we intend to include them beginning in fiscal 2015, to focus our executives on execution of our long-term strategic plan objectives and to drive stock price growth.

Stock Options: Stock options represent 40% of Mr. Luis’s annual long-term incentive grant and the majority of the annual grant for other NEOs.

Stock option grants have been a critical long-term incentive supporting our growth strategy. We believe stock options focus our executives on execution of our strategic objectives, driving sustained stock price growth. We consider stock options to be performance-based, since they only generate value when our stock price increases above the grant date price. When the stock price does not increase above the grant date price, neither the executive nor the stockholder realizes value. Stock option grants carry a term of ten years, and the awards granted annually to our Named Executive

Officers vest in one-third increments over three years. Since November 3, 2010, the grant (exercise) price of all stock options granted has been the closing price on the date of grant.

Restricted Stock Units: RSUs represent the minority of the total annual long-term incentive grant for our Named Executive Officers, and are not granted to Mr. Luis. These RSUs vest in full on the third anniversary of the grant date.

Fiscal Year 2014 Annual Stock Option, PRSU, and RSU Grants: On August 14 and 15, 2013, the HR Committee made the following long-term incentive grants to our Named Executive Officers, with consideration given to each executive’s performance, the values granted in prior years, the price of Coach stock on the date of grant, and (in the case of stock options) to the estimated Black-Scholes value of the stock option.

Below is a summary of FY14 annual long-term incentive grants.

Fiscal Year 2014 PRSU Result: The HR Committee approved the performance measure and the results necessary to earn various levels of payout for the first tranche of Mr. Luis’s PRSU, displayed in the following table. Since Coach’s new long-term strategic plan was not yet developed in early fiscal 2014, the HR Committee determined that Coach, Inc. net sales should be the performance measure for this first tranche, intending that net sales would represent approximately 50% of the combined target dollar value of Mr. Luis’s target annual incentive and PRSU tied to fiscal year 2014 performance. The HR Committee set the performance measures and targets for the second and third tranches of this PRSU award at the start of fiscal year 2015, using Coach’s long-term strategic plan shared with stockholders in June 2014. For those tranches and future PRSU awards, the HR Committee intends not to use the same performance measures for annual incentives and long-term incentives, but to link the PRSUs to the objectives in the long-term strategic plan.

The threshold, target, and maximum performance values for the first tranche of Mr. Luis’s 2014 PRSU were determined knowing the Company was in an environment characterized by strong external competition from emerging accessories brands and heavy promotional internet sales. The target value was aligned with the Company’s annual operating plan, which reflected sales growth of 1% over the prior year. The HR Committee deemed this target to be sufficiently challenging to merit payout of “target” for the first tranche of this PRSU award. Achieving the “target” performance level shown below entitled Mr. Luis to receive his target award for the first tranche; achieving the “maximum” award level shown below entitled him to receive one-third above the target award. If performance is at or below the “threshold” performance level shown below, no shares are earned. As displayed below, our fiscal year 2014 adjusted net sales were between the threshold and target levels, yielding a payout of 71% of target.