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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
 
 
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Tapestry, Inc.
(Name of Registrant as Specified In Its Charter)
 
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Dear Stockholder:

SUSAN KROPF
JOANNE CREVOISERAT
You are invited to join us for the 2021 Annual Meeting of Stockholders of Tapestry, Inc., a Maryland corporation, at 9:00 a.m., Eastern Time, on November 3, 2021. We will conduct our meeting exclusively online via live webcast at www.virtualshareholdermeeting.com/TPR2021. As always, your participation is important. Please refer to the attached Notice of 2021 Annual Meeting of Stockholders and Proxy Statement for information detailing matters to be considered and voted upon at this year’s meeting.

Fiscal year 2021 was a transformational year for Tapestry—we are a fundamentally different company today than we were just one year ago. We are proud of the progress we have made and the value created for our stockholders. We advanced our multi-year growth agenda—our Acceleration Program—across all areas of the company, making foundational changes to our business platform. We sharpened our focus on the consumer, leaned into digital and data, and became a more agile organization, successfully adapting to the rapidly changing environment, while establishing deeper connections with new and existing customers at each of our brands.

Importantly, this progress is clearly evidenced by our financial performance. Despite a challenging backdrop, we achieved record annual operating margin as Tapestry, Inc., collectively outperforming our expectations for Coach, Kate Spade and Stuart Weitzman, all while investing in our future. The year was capped by a successful fourth quarter, highlighted by revenue exceeding pre-pandemic levels, led by Digital and China—two areas of significant long-term opportunity. In addition, we generated $1.2 billion of free cash flow in fiscal year 2021 and ended the year in a strong cash position. We reinstated our capital return programs with a plan to return over $750 million to stockholders through dividends and share repurchases in fiscal year 2022 alone, underscoring our strong financial position and confidence in Tapestry’s growth potential.

Our success is a testament to our powerful brands and our talented teams who are united by a shared purpose.

Guided by this purpose, in early fiscal year 2022, we announced several actions to drive positive change and stretch what’s possible for our people, planet and community. We launched several new environmental, social and governance (ESG) commitments and employee compensation initiatives to further strengthen our accountability to our stakeholders and we established the Tapestry Foundation with an initial $50 million endowment to advance equity and opportunity and combat global climate change. We invite you to read more about these new initiatives in this proxy statement. We will continue to bring our purpose and values to life in all that we do, embracing our responsibility as a global fashion company to affect positive change for our industry and our stakeholders.

As we look to the future, we have entered fiscal year 2022 in a position of strength. We have a clear strategy, compelling brands and a differentiated platform that combine to position us to win with consumers. We remain confident in our long-term ability to accelerate growth and profitability across our portfolio enhancing value for all stakeholders.

 
We value your investment in our company and thank you for your continued support.
 
 
 
 
Sincerely,
Susan Kropf
Chair of the Board of Directors
Joanne Crevoiserat
Director and Chief Executive Officer

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Notice of 2021 Annual Meeting of
Stockholders
We will hold the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Tapestry, Inc., a Maryland corporation (the “Company” or “Tapestry”), virtually via live webcast by visiting www.virtualshareholdermeeting.com/TPR2021, on November 3, 2021, at 9:00 a.m., Eastern Time, for the following purposes:
1.
2.
3.
4.
To transact any other business that may properly come before the Annual Meeting or any postponement or adjournment thereof.
The foregoing items of business are more fully described in the accompanying proxy statement. The Board of Directors has fixed the close of business on September 7, 2021 as the record date for the Annual Meeting, and only holders of record of common stock at such time will be entitled to notice of or to vote at the Annual Meeting or any postponement or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,

David E. Howard
General Counsel and Secretary
New York, New York
September 24, 2021

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YOUR VOTE IS IMPORTANT
Regardless of whether you plan to join the meeting, please follow the instructions you received to authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the meeting. If you attend the meeting you may vote your shares personally even if you have sent in proxies or authorized a proxy to vote online. You will need your unique control number which appears on the Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to vote your shares at the Annual Meeting.
If you hold your shares in street name, 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 (Proposal No. 1) or the advisory vote to approve the Company's executive compensation (Proposal No. 3) if you have not provided directions to your broker. We strongly encourage you to provide directions to your broker to vote your shares and exercise your right to vote as a stockholder.
Help us make a difference by eliminating paper proxy mailings to your home or business: with your consent, we will provide all future proxy voting materials and annual reports to you electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.
SPECIAL NOTE ON FORWARD-LOOKING INFORMATION
This document contains certain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are based on management’s current expectations, that involve risks and uncertainties that could cause actual results to differ materially from current expectations. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “believes,” “may,” “can,” “will,” “should,” “expect,” “confidence,” “trends,” “intend,” “estimate,” “on track,” “are positioned to,” “on course,” “opportunity,” “continue,” “project,” “guidance,” “target,” “forecast,” “anticipated,” “plan,” “potential,” “position,” “see,” “would,” the negative of these terms or comparable terms. These statements include, but are not limited to, those regarding the Company’s Acceleration Program (as described herein) and other strategic initiatives and certain agreements and plans that will require us to provide compensation to our executives upon the occurrence of future events, such as the achievement of Company objectives and the termination of an individual’s employment or a change in control of the Company, and those regarding expectations that certain performance goals and/or targets for management and/or the Company will be attained. These future events may not occur as and when expected, if at all, and, together with the Company’s business, are subject to various risks and uncertainties. These risks and uncertainties include that future compensation to our named executive officers, and the events that could trigger such payments, may vary materially from the descriptions described herein due to factors beyond our control, such as the timing during the year of a triggering event, the amount of future non-equity incentive compensation and the value of our stock on the date of a triggering event.
The Company’s actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ materially from current expectations due to a number of important factors, including but not limited to: (i) the impact of the novel coronavirus (“Covid-19”) global pandemic on our business and financial results, including impacts on our supply chain due to temporary closures of our manufacturing partners and shipping and fulfillment constraints; (ii) our ability to successfully execute our multi-year growth agenda under our Acceleration Program; (iii) the impact of economic conditions; (iv) our ability to control costs; (v) our exposure to international risks, including currency fluctuations and changes in economic or political conditions in the markets where we sell or source our products; (vi) the risk of cyber security threats and privacy or data security breaches; (vii) the effect of existing and new competition in the marketplace; (viii) our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely manner, including our ability to execute on our e-commerce and digital strategies; (ix) the effect of seasonal and quarterly fluctuations on our sales or operating results; (x) our ability to protect against infringement of our trademarks and other proprietary rights; (xi) the impact of tax and other legislation; (xii) our ability to achieve intended benefits, cost savings and synergies from acquisitions; (xiii) the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products; (xiv) the impact of pending

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and potential future legal proceedings; (xv) the risks associated with climate change and other corporate responsibility issues; and (xvi) the other risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2021 (“fiscal year 2021”), or those described from time to time in the Company’s future reports filed with the Securities and Exchange Commission. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law. In this proxy statement references to “we,” “our,” “us,” “Tapestry” and the “Company” refer to Tapestry, Inc., including its consolidated subsidiaries as of July 3, 2021. Unless the context requires otherwise, references to “Coach,” “Kate Spade” and “Stuart Weitzman” throughout this proxy statement refer only to the identified brand.

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2021 Annual Meeting of Stockholders
DATE & TIME
VIRTUAL MEETING LOCATION
RECORD DATE
Wednesday,
November 3, 2021
9:00 a.m. Eastern time
Held virtually via live webcast at
www.virtualshareholdermeeting.com/TPR2021
Close of business on
September 7, 2021
VOTING ROADMAP
Proposal
The Board Recommends Voting:
Page Reference
(for more detail)
FOR EACH NOMINEE
FOR
FOR
PARTICIPATING IN THE ANNUAL MEETING & VOTING YOUR SHARES
We invite you to join the Annual Meeting online via live webcast. There will not be a physical meeting. You will be able to participate in the virtual Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TPR2021.
Stockholders on the record date are entitled to notice and to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and each of the other proposals.
Prior to the Annual Meeting, you may authorize a proxy to vote your shares and submit pre-meeting questions online by visiting proxyvote.com and following the instructions on your proxy card. You do not need to participate in the Annual Meeting to vote if you submitted your proxy in advance of the Annual Meeting.
In order to vote your shares or ask questions at the Annual Meeting:
You will need your unique control number which appears on your Notice of Internet Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials
If your shares are held in a brokerage, financial institution or another account that bears the name of the holder and not you (shares referred to as held in “street name”) and you do not have a control number, you must contact your broker or other financial institution to obtain a control number or voting instructions.
Please authorize a proxy to vote your shares as soon as possible. If you are a beneficial owner of shares of our common stock, your broker will NOT be able to vote your shares with respect to any of the matters presented at the meeting other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions.
See “Questions You May Have Regarding this Proxy Statement” in Appendix B of this proxy statement for more information.
Even if you plan to join our Annual Meeting, 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

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review the Tapestry, Inc. (the “Company” or “Tapestry”) Annual Report on Form 10-K (the “Form 10-K”) for fiscal year 2021 and this entire proxy statement. We are mailing the Notice of 2021 Annual Meeting of Stockholders and instructions on how to access this proxy statement via the Internet (or, for those who request it, a hard copy of this proxy statement and the proxy card) to our stockholders on or about September 24, 2021.
About Tapestry
Our global house of brands unites the magic of Coach, kate spade new york and Stuart Weitzman. Each of our brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. We use our collective strengths to move our customers and empower our communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive, and diverse. Individually, our brands are iconic. Together, we can stretch what’s possible.
Our corporate headquarters are in midtown Manhattan at 10 Hudson Yards, New York, New York 10001. Tapestry is a publicly traded company listed on the NYSE, traded under the symbol TPR.
Fiscal Year 2021 Business Highlights
We delivered standout results in fiscal year 2021—a transformational year for Tapestry. We executed on our Acceleration Program, our multi-year growth agenda, which we formally announced in August 2020, which is focused on better meeting the needs of our customers and driving accelerated growth and enhanced profitability across our portfolio. Through this work, we sharpened our focus on the consumer, leaned into digital and data and became a more agile organization. We reached customers in new ways and adapted to a rapidly changing environment. We ended the year with fourth quarter revenues ahead of pre-pandemic levels and record annual operating margin since establishing our current house of brands and becoming Tapestry, Inc. in fiscal year 2018.

*Includes impact of 53rd week in fiscal year 2021
As we look ahead, although the macro environment remains volatile, primarily due to the Covid-19 pandemic and related impacts, we have entered fiscal year 2022 ending July 2, 2022 (“fiscal year 2022”) in a position of financial strength, supported by our clear strategy, compelling brands and differentiated platform. Given the strong underlying momentum in the business, our robust balance sheet and significant free cash flow generation, we reinstated our shareholder return programs during the first quarter of fiscal year 2022, announcing a plan to return over $750 million to shareholders in the fiscal year
 
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Proxy Summary
through dividends and share repurchases, underscoring confidence in our ability to accelerate growth and profitability across our portfolio long-term, thereby enhancing value for stakeholders.
Strong Leadership Team & Board Refreshment Practices
During fiscal year 2021, the Board of Directors (collectively the “Board” and individually “Directors”) and management appointed new members to our strong senior leadership team. The team is galvanized around a shared commitment to fully realize Tapestry’s growth potential across brands, as well as a passion for building a purpose-led organization with empowered, inclusive, and highly collaborative teams.
In October 2020, the Board appointed Joanne Crevoiserat as Chief Executive Officer of Tapestry, a role she had been serving in on an interim basis since July 2020. In addition, Todd Kahn was appointed Chief Executive Officer and Brand President of Coach in April 2021, after serving in the role in an interim capacity since July 2020. During the same month, Tapestry appointed Scott Roe as Chief Financial Officer and Head of Strategy of Tapestry. When Mr. Roe joined the Company in June 2021, Andrea Shaw Resnick, who had held the position of Interim CFO since July 2020, assumed the newly created role of Chief Communications Officer, reporting to Ms. Crevoiserat. For more information on the Company’s leadership changes during fiscal year 2021, see Compensation Discussion and Analysis.
In July 2020, Susan Kropf became Independent Chair of the Board, having previously served as the Company’s lead outside director (the “Lead Outside Director”) since September 2019, and as a member of the Board since 2006. Ms. Kropf has decided to retire at the end of her current term and will not stand for re-election at the Company’s Annual Meeting. In line with the Board’s succession planning, Anne Gates, who has served as a Director since 2017, is expected to succeed Ms. Kropf as independent Chair of the Board, upon formal action of the Board following the Company’s Annual Meeting of Stockholders on November 3, 2021 (the “Annual Meeting”).
During fiscal year 2021, the Board appointed Pam Lifford, Thomas Greco and Ms. Crevoiserat to Tapestry’s Board. In August 2021, early in fiscal year 2022, the Board appointed Johanna (Hanneke) Faber to the Board. These appointments demonstrate the Board’s strong commitment to Board refreshment and strengthening and diversifying the Board’s breadth of expertise and perspectives. For more information on the Board's refreshment process and our Director nominees, see Corporate Governance and Proposal 1: Election of Directors.
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Proxy Summary
Corporate Governance Highlights
Engaged and Independent Board with Focus on Continuous Evaluation and Refreshment

Nine of 10 Director nominees are independent

Independent Chair of the Board

Demonstrated Commitment to Board Refreshment & rigorous director selection criteria, with seven new independent directors joining in the past five years, and four rolling off

Annual election of all Directors

Annual Board, Committee and Director assessments, as well as annual CEO evaluation

Regular executive sessions of Independent Directors

Board Committees comprised solely of Independent Directors
 
 
Commitment to Stockholder Rights

Bylaws contain Proxy Access provision

Bylaws may be amended by stockholders representing a majority of outstanding shares entitled to vote

Active year-round stakeholder engagement

Majority vote standard for uncontested director elections

Annual “Say on Pay” advisory vote
 
 
Demonstrated Corporate Governance and Compensation Best Practices

Longstanding commitment to matters of ESG (Environmental, Social and Governance), with measurable goals, short and long-term strategic corporate responsibility initiatives

Strong Board oversight of ESG and human capital management, including equity, inclusion and diversity

Active Board oversight of risk management, including cyber security

Code of Conduct for ethical business policies and conduct

Stock ownership guidelines for Directors and executives

Clawback policy for incentive awards

Prohibition on political expenditures
 
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Proxy Summary
Our Social Fabric: Purpose-Led, People-Centered ESG Initiatives
During the fiscal year we reaffirmed our commitment to lead with purpose and stretch what's possible both within our organization and our communities at large. We took actions to bring our purpose and values to life, embracing our responsibility as a global fashion company to affect meaningful and measurable change.
Tapestry’s corporate responsibility strategy, Our Social Fabric, unites teams across our business in meeting our 2025 Corporate Responsibility Goals (the “2025 Goals”) and other strategic initiatives with a shared objective: to balance true fashion authority with meaningful, positive change. Our Social Fabric covers three strategic pillars: Our People, Our Planet and Our Communities. In addition to our 2025 Goals, we introduced bold commitments during fiscal year 2021 to further accelerate and amplify our corporate responsibility agenda under Our Social Fabric.
Our People: We aim to bolster Tapestry’s purpose and culture by embedding equity, inclusion and diversity throughout our organization, holding our leaders accountable for our equity, inclusion and diversity (“EI&D”) goals and attracting and retaining talent with a compelling and fulfilling employee experience.
Our Planet: We aim to sustain and restore our planet through continuous innovation in solutions that improve biodiversity and reduce our impact on climate change with a focus on renewable energy, increased use of environmentally preferred materials and production methods, and circular business models that design out waste and pollution, keep products in use, and restore natural systems.
Our Communities: We aim to support and empower the communities where our employees live and work, and provide the resources and investment needed to strengthen the regions where we operate, through volunteer efforts, philanthropic initiatives, product donations, and social impact programming.
2025 Goals and Bold Commitments
Our People
Build diversity in leadership by increasing the number of North America based ethnic minority leaders to better reflect our general corporate population
Reduce differences in employee inclusion index scores based on gender and ethnicity
Demonstrate focus on career progression, development and mobility by filing 60% of leadership (VP+) roles internally
Enable all employees to manage both their work and personal life balance by achieving a global core benefit standard for self-care, parental and family care leave policies
Starting in fiscal year 2022, 10% of leadership's annual inventive compensation
will be tied to EI&D measures
Our Planet
Achieve a 20% reduction in absolute Scope 1 and Scope 2 CO2e emissions and achieve a 20% reduction in absolute Scope 3 CO2e emissions from freight shipping over a 2017 baseline
Attain 95% traceability and mapping of our raw materials to ensure a transparent and responsible supply chain
Achieve 75% recycled content in packaging and reduce North America corporate and distribution center waste by 25% over a 2017 baseline
Achieve a 10% reduction in water usage across Tapestry and our supply chain
Ensure that 90% of leather is sourced from silver-and gold-rated Leather Working Group tanneries
We have committed to procure 100% renewable energy in the Company’s stores,
offices and fulfillment centers by 2025
Our Communities
Dedicate 100,000 volunteer service hours to be completed by our employees around the globe
Give $75,000,000 in financial and product donations to nonprofit organizations globally
Provide 100,000 people crafting our products access to empowerment programs during the workday (doubled the reach of this goal from 50,000)
We have committed to support our volunteering goal by giving all global employees
one paid day off per year to volunteer
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Proxy Summary
The Company’s corporate responsibility strategy, Our Social Fabric, including oversight, management and identification of risks, including climate related risks, is ultimately governed by Board and driven by an Environmental, Social and Corporate Governance (“ESG”) Task Force, which is comprised of senior leaders and cross-functional members from major business functions. The Board approves long-term sustainability goals, strategic moves and major actions and receives updates at least annually. The Governance and Nominations Committee of the Board receives quarterly updates on ESG strategy and progress updates on our 2025 Goals and initiatives.
The Company is a signatory to the United Nations (“UN”) Global Compact, and as such, our corporate responsibility strategy is aligned with the UN Sustainable Development Goals. Additional information on Our Social Fabric and progress on our 2025 Goals and other commitments, along with our annual Corporate Responsibility Report, and Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) indices available at www.tapestry.com/responsibility. The content on this website and the content in our Corporate Responsibility Reports are not incorporated by reference into this proxy statement or in any other report or document we file with the Securities and Exchange Commission (the “SEC”). The Company regularly evaluates its programs, goals and initiatives. In early fiscal year 2022, the Company committed to setting a science-based target through the Science Based Targets initiative’s (SBTi) Business Ambition for 1.5"C and is working to establish those targets in-line with the best available climate change data.
Fiscal Year 2021 ESG Highlights
Formed the Tapestry Foundation, committed to combating climate change and advancing equity and opportunity, with initial endowment of $50 million, contributed by Tapestry and the Coach Foundation
Employees volunteered over 31,000 hours, bringing the cumulative total to over 42,000 hours since establishing our 2025 Goals in 2019
Listed on the Forbes 2021 “Best Employers for Diversity” list for the fourth consecutive year, and the Forbes 2021 Best Employers for Women; achieved our seventh consecutive score of 100 on the Human Rights Campaign Corporate Equality Index (CEI) “Best Place to Work for LGBTQ Equality”
Focused on Company-wide equity, inclusion and diversity programs, establishing four employee resource groups (ERGs): Asian Heritage Alliance, Black Alliance, Prouder Together and Working Parents and Caregivers
Contributed over $7,500,000 in charitable financial contributions from our foundations and brands to support causes in our global communities
Procured Renewable Energy Credits that made up over 21% of our purchased electricity consumption across North America own operations. We continue to evaluate new opportunities for procurement of renewable energy across all markets on our path to meet our commitment of 100% renewable energy in our offices, stores and distribution centers by 2025
Human Capital Management
Unlocking the power of our people is a key strategic pillar for the Company, supported by the Company’s senior leadership, as reflected in the key programs and focus areas described below. The Board and the Human Resources Committee oversee and regularly engage with management on these areas, including quarterly updates to the Human Resources Committee and the full Board on talent development, succession planning and other areas of human capital management. Our people strategy, summarized below, aims to build a talent engine where diverse talent can thrive and to foster an inclusive culture by welcoming people and ideas from everywhere to stretch what’s possible.
Equity, Inclusion and Diversity
Our proactive EI&D strategy is grounded in our purpose and values and includes the following strategic pillars:
Talent. Attract, retain and reward top diverse talent and enable them to thrive, personally and professionally in our global community.
Culture. Empower people to express their distinctive strengths and power our engine of growth through leadership development, education and engagement programs.
 
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Proxy Summary
Community. Serve the communities that need the most support through empowerment programs, donations and volunteering.
Marketplace. Develop solutions that set the standard for excellence through our platform of brands—for employees, customers, vendors, suppliers and our investors.
We are committed to fostering an equitable, inclusive and diverse culture. We are a member of the CEO Action for Diversity and Inclusion, the largest business coalition committed to advancing Diversity and Inclusion. See Fiscal Year 2021 ESG Highlights above for recognition we have received for our focus on fostering an equitable work environment. We monitor our employee representation by gender and race and ethnicity throughout the Company, and disclose this information, including our EEO-1 Consolidated Report for calendar year 2020, on our website at www.tapestry.com/responsibility/our-people. See At a Glance: 2021 Board of Directors Nominees below for information on the diversity of our Director nominees.
Total Rewards
Tapestry is dedicated to being a place where our employees love to work, where they feel recognized and rewarded for all that they do. Maintaining a competitive total rewards program helps us attract, motivate and retain the key talent we need to achieve outstanding business and financial results. To accomplish this goal, we strive to appropriately align our total compensation with the pay, benefits and rewards offered by other companies that compete with us for talent in the marketplace.
Talent Development
Our talented employees are vitally important to our near and long-term success. Our recruitment strategies focus on attracting the best diverse talent to our organization and then retaining them through career development, mobility and advancement within our open and inclusive culture. We strive to provide a working environment where our highly engaged teams can grow and progress their careers. We also work to foster a dynamic, performance-driven culture, which includes regular feedback and coaching. We listen to our employees through regular pulse surveys that inform on how we can continue to strive for excellence in our work culture.
Well-being and Safety
We are committed to providing a safe working environment and supporting our employees in achieving and sustaining their health and well-being goals. We provide our employees with supplemental resources to achieve work-life integration and wellness such as access to our Employee Assistance Program, regular employee programming and a subscription to a smartphone application dedicated to meditation and mindfulness. We also believe in encouraging and empowering our employees to take part in building a welcoming and inclusive community, through supplemental time-off to perform community service and a matching gift program that matches up to $10,000 in donations to eligible non-profits per employee in North America from our corporate foundation.
Covid-19 Response
Beginning in fiscal 2020 and throughout fiscal year 2021, we made changes to our operations to continue to prioritize the health and safety of our employees, customers and their families in response to the Covid-19 pandemic. The Company implemented various safety measures, such as store closures in adherence with local regulation, increased sanitization, physical distancing and limited capacity, temperature and wellness checks, as well as distribution of personal protective gear at our facilities. To do so, we engaged medical professionals to consult on our health and safety protocols through facilitation of Covid-19 education webinars for our employees on topics ranging from pandemic safety, vaccine education and mental wellness. We have also provided our employees with additional paid time off to receive their Covid-19 vaccine and recover from any resulting side effects. Many of our corporate employees have worked remotely since March 2020 and the Company continues to support flexible work options through added resources and implementation of a hybrid working environment.
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Proxy Summary
At a Glance: 2021 Board of Directors Nominees
Our 2021 director nominees bring an effective mix of viewpoints, backgrounds, diversity and experiences to the Board.

Average Tenure: 3.8 Years
The following table provides summary information about each director nominee. All of the director nominees are currently members of the Board.
Name
Age
Director
Since
Principal
Occupation
Independent
Audit
Committee
Human
Resources
Committee
Governance and
Nominations
Committee
Other Public
Company Boards
65
2020
Retired Chairman, President and Chief
Executive Officer of The Hershey Company
• Campbell Soup Company
• Colgate-Palmolive
• Elanco Animal Health
48
2018
Retired Founder and Chief
Executive Officer of zulily, inc.
 
 
• Big Sky Growth Partners
57
2020
Director, Chief Executive
Officer of Tapestry, Inc.
56
2014
Executive Vice President and
Chief Financial Officer of Lowe's
Companies, Inc.

 
 
52
2021
President, Global Foods and Refreshment
at Unilever PLC
61
2017
Retired President of MGA
Entertainment, Inc.

 
• Kroger
• Raymond James Financial
63
2020
President, Chief Executive Officer
of Advance Auto Parts
• Advance Auto Parts
58
2020
President of Warner
Bros./WarnerMedia Studios and
Networks Group's Global Brands
and Experiences

 
 
 
48
2016
Founding and Managing Partner of BAI Capital
• LexinFintech Holdings
• NIO Inc.
62
2005
Chief Executive of Diageo plc

 
• Diageo
Number of Meetings in fiscal year 2021
7
7
5
Committee Chair
Member
*
Audit Committee Financial Expert
 
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Proxy Summary
Overview of 2021 Executive Compensation
Set forth below is the fiscal year 2021 compensation for each named executive officer (“NEO” or “Named Executive Officer”) as determined under SEC rules. The hallmarks of our program include a strong pay-for-performance focus and annual and long-term incentives that support our business priorities, our talent objectives and stockholder value creation. See the notes accompanying the 2021 Summary Compensation Table on page 57 for more information.
Name & Principal Position
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Joanne Crevoiserat
Chief Executive Officer
1,225,923
4,799,995
2,200,133
4,265,068
57,472
12,548,591
Scott Roe
Chief Financial Officer and
Head of Strategy
67,596
250,000
549,983
1,100,040
1,967,619
Todd Kahn
Chief Executive Officer and
Brand President, Coach
870,423
2,299,988
799,998
2,348,878
36,259
6,355,546
Thomas Glaser
Chief Operations Officer
775,385
1,199,993
600,001
1,600,000
12,688
4,188,067
Liz Fraser
Chief Executive Officer and
Brand President, Kate Spade
775,385
250,000
566,667
1,548,000
25,084
3,165,136
Andrea Shaw Resnick
Chief Communications Officer and
Former Interim Chief Financial Officer
671,636
1,099,979
1,104,600
14,178
2,890,393
Jide Zeitlin
Former Chief Executive Officer
90,000
78
90,078
*Mr. Roe joined the Company on June 1, 2021; Mr. Zeitlin left the Company on July 20, 2020
2021 Proxy Voting Roadmap
PROPOSAL
THE BOARD RECOMMENDS VOTING:
PAGE REFERENCE
(for more detail)
FOR EACH NOMINEE
FOR
FOR
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Corporate Governance
Meetings and Committees of the Board
The Board held twelve (12) meetings during fiscal year 2021. 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 has an Audit Committee (the “Audit Committee”), a Human Resources Committee (the “HR Committee”), which performs the functions of a compensation committee, and a Governance and Nominations Committee (“GN Committee”). Each Board Committee operates pursuant to a charter, which can be found for each committee on Tapestry's web site at www.tapestry.com/investors/ under the Committees section. We will provide to any person without charge, upon request, copies of any of the committee charters. You may obtain such copies by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. Each 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 its charter.
All regular quarterly meetings of the Board and Board committees include an executive session of our non-employee directors, all of whom are independent (“Independent Directors”) without members of management present. In fiscal year 2021, Ms. Kropf presided over executive sessions of the Board as independent Chair of the Board. Our Independent Directors and Board committees have authority to retain outside advisors as they deem necessary.
Tapestry encourages each member of the Board to attend each Annual Meeting of the Company’s stockholders, but has not adopted a formal policy with respect to such attendance.
All of the Company's Directors then-standing for re-election attended the Annual Meeting of Stockholders held in 2020.
Board Membership and Committee Roster
Name of Director
Audit
Human Resources
Governance and
Nominations
Susan Kropf*
John P. Bilbrey
Darrell Cavens
Joanne Crevoiserat
David Denton
​•
Hanneke Faber(1)
Anne Gates
Thomas Greco(2)
Annabelle Yu Long
Pamela Lifford(3)
Ivan Menezes
​•
Committee Chair
Member
*Ms. Kropf will serve as the independent Chair of the Board, Chair of the Governance and Nominations Committee and a member of the Human Resources Committee until her retirement from the Board following the Annual Meeting in November 2021.
(1) Ms. Faber joined the Board on August 31, 2021.
(2) Mr. Greco joined the Board on December 9, 2020 and was appointed to the Audit Committee, effective December 9, 2020.
(3) Ms. Lifford joined the Board on December 9, 2020 and was appointed to the Human Resources Committee, effective December 9, 2020.
 
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Audit Committee
The Audit Committee is comprised solely of Independent Directors and met seven (7) times during fiscal year 2021. The Audit Committee reviews Tapestry's auditing, accounting, financial reporting and internal control functions and has sole responsibility for the selection of independent accountants. The Audit Committee is required to pre-approve all services provided by the independent accountants to assure that these services do not impair the auditor's independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry and the independent accountants will provide an update to the Audit Committee. The Audit Committee reviews Tapestry's accounting principles and financial reporting, as well as the independence of Tapestry's independent accountants. In discharging its duties, the Audit Committee:
is directly responsible for the appointment, compensation determination and oversight of Tapestry'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, Tapestry's internal auditors;
meets independently with Tapestry's internal auditors, its independent accountants and senior management;
reviews the general scope of matters relating to Tapestry's accounting, financial reporting, internal control systems, annual audit and internal audit program as well as matters relating to Tapestry's information system architecture and cybersecurity, and the results of the annual audit; and
reviews with Tapestry's Chief Executive Officer and Chief Financial Officer the matters required to be personally certified by such officers in Tapestry’s public filings and the procedures followed to prepare for such certifications.
Tapestry’s Board determined that all members of the Audit Committee during fiscal year 2021 were “independent” as defined in the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that all were “financially literate” under the rules of the NYSE. The Board has determined that Anne Gates, the Chair of the Audit Committee, is considered an “audit committee financial expert” under federal securities laws.
Human Resources Committee
The HR Committee is comprised solely of Independent Directors and met seven (7) times during fiscal year 2021. Pursuant to the Human Resources Committee Charter, the HR Committee:
determines, approves and reports to the Board on all elements of compensation for Tapestry’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 and retirement plans, except as otherwise delegated by the Board or the Committee;
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;
monitors performance, talent development and succession planning for key executives; and
consults, as needed, with third-party compensation consultants.
In fiscal year 2021, the HR Committee retained the services of Compensation Advisory Partners, LLC (“CAP”); a description of the services provided to the HR Committee during fiscal year 2021 appears below under Compensation Discussion and AnalysisCompensation Decision Making ProcessRoles and Responsibilities.
Tapestry's Board determined that all members of the HR Committee during fiscal year 2021 were “independent” under the NYSE heightened independence standards for members of compensation committees.
Governance and Nominations Committee
The GN Committee is comprised solely of Independent Directors and met five (5) times during fiscal year 2021.
The GN Committee performs a leadership role in shaping the corporate governance of the Company, and reports to the Board on matters relating to corporate governance and the
identification and nomination of new directors. The GN Committee also performs succession planning for the Chief Executive Officer and conducts annual performance evaluations of the Board and its several committees, and each individual director. The GN Committee also has primary
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oversight of Board succession planning and Board refreshment processes. These responsibilities are described in more detail in Board Committee and Director Evaluations and Board Refreshment and Succession Planning below.
Tapestry's Board determined that all members of the GN Committee during fiscal year 2021 were “independent” as defined in the NYSE listing standards.
Board, Committee and Director Evaluations
The Board believes that a regular, robust Board evaluation process is a critical tool in ensuring Board effectiveness and strong corporate governance. The GN Committee has primary oversight of the process, which consists of annual evaluations by each Director of the full Board, the Board Committees, and each individual director. These evaluations are intended to determine whether the Board and its committees are functioning effectively, to assess director performance, and to identify opportunities for overall improvement.
Evaluations are conducted annually through confidential questionnaires, which solicit quantitative and subjective textual feedback. On a periodic basis (including for the fiscal year 2021 review cycle), the process also includes one-on-one interviews with Board members and certain members of management conducted by an independent third party facilitator.
Evaluations consider a number of topics, including:
Board structure, composition and performance;
Board and Committee roles, and meeting agendas and materials;
Access to management, outside advisors and other information and resources necessary for the Board to fulfil its duties;
The overall function of the Board and its committees; and
Assessment of individual and peer contributions, including solicitation of feedback to ensure each director’s skills are being utilized most effectively.
The Independent Directors also evaluate the performance of Tapestry's Chief Executive Officer annually.
The results of the evaluations are discussed with the Chair of the Board, the GN Committee, each Committee Chair, and with the full Board in executive session. The Chair provides anonymous feedback to each director during one on one conversations.
While this formal evaluation process is conducted on an annual basis, Directors are encouraged to continuously share their perspectives, feedback and suggestions throughout the year. Items requiring follow-up and execution from the annual evaluation process and other engagements are monitored throughout the year by the Board, the applicable committees and management.
Board Refreshment and Succession Planning Processes
The Board is committed to active and ongoing Board refreshment practices and succession planning, working to continuously align Board composition and leadership with the Company’s strategic needs. Building and maintaining an effective Board is a critical responsibility of our GN Committee, designed to ensure that the Board and each Committee is operating effectively and comprised of highly qualified directors, with the appropriate skills, experience, perspective and independence to provide effective oversight and serve the best interest of our stockholders. The GN Committee conducts a year-round process, which includes (i) regular review and discussion of the existing Board composition, utilizing a matrix of certain director skills and experience as a discussion tool; (ii) consideration of disclosures by each director in their Annual Directors and Officer Questionnaire, including with respect to external commitments, (iii) review of the annual Board, Committee and individual director evaluations, and (iv) regular GN Committee agenda items devoted specifically to Board refreshment and succession planning, reporting out to the full Board.
Refreshment Practices
In identifying and recommending director candidates, the GN committee places emphasis on the Company’s Corporate Governance Principles, as approved by the Board and posted on our website, which set forth qualifications and criteria for director selection, including 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 GN Committee, the Board and management, and an evaluation of each individual in the context of the Board as a whole, applying criteria that it deems appropriate. The final selection of nominees is made by the Board.
 
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The GN Committee will consider all candidates recommended by stockholders in accordance with the timing and other procedures established in Tapestry’s Bylaws for stockholder nominations. See Other Information—Stockholder Proposals for the 2022 Annual Meeting for more information. 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 by Tapestry’s Bylaws. Recommendations should be submitted in writing to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary. The policy and procedures for considering candidates recommended by stockholders were formally adopted by our Board in May 2004.
Board Succession Planning
Led by the GN Committee, our Board reviews the composition, skills and dynamics of the full Board and each Committee no less than annually to ensure appropriate Board succession plans are in place.
Based on these reviews, the GN Committee determines optimal utilization of each Director’s skills and experience and confirms or modifies succession plans for the Board Chair, Committee Chairs and memberships. The full Board appoints the Board and Committee Chairs and Committee members annually, following the Company’s Annual Meeting of Stockholders.
After over 15 years of service on the Board, Ms. Kropf has decided to retire and not stand for re-election at the Annual Meeting. As part of its succession planning process, the GN Committee and full Board have identified Ms. Gates as the successor to the position of independent Chair of the Board and intend to formally appoint her at the end of Ms. Kropf’s term following the Annual Meeting.
Board Diversity
While the Company does not have a formal policy regarding the diversity of the Board, we believe the Board is diverse based on gender, ethnicity and national origin, as reflected in the charts below. 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 the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.

2021 Board of Directors Nominees

Average Tenure: 3.8 Years
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Board Oversight Structure
The Board is elected annually by our stockholders to provide ultimate oversight of the management of Tapestry's business strategy and risks and to ensure that the long-term interests of the stockholders are being served.
Separation of Chair and Chief Executive Officer; Strong Independent Board
Under Tapestry’s Bylaws and Corporate Governance Principles, the positions of Chair of the Board and Chief Executive Officer may be held by one person or separately. Our policy as to whether the role of the Chair 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. The positions of Chair of the Board and Chief Executive Officer have been held separately since July 2020, with Ms. Kropf currently serving as Chair of the Board and Ms. Crevoiserat serving as Chief Executive Officer. The position of Chair of the Board and Chief Executive Officer was also held separately from 2014 through September 2019. From September 2019 through July 2020, the role was combined under our former CEO, and Ms. Kropf served as Lead Outside Director.
The Board believes that the current governance structure—Ms. Kropf as the independent Chair of the Board and Ms. Crevoiserat as the Company's Chief Executive Officer—will allow Ms. Crevoiserat to focus her time and energy on managing the Company and Ms. Kropf to lead the Board in its fundamental role of providing guidance, advice and counsel regarding the business, operations and strategy of the Company, as well as oversight of the Company's risk management policies and processes. We believe this
structure will allow the Company to continue to execute its strategy and business plans to maximize stockholder value. Following Ms. Kropf’s retirement upon the end of her term, the Board intends to continue to keep separate the positions of Chair of the Board and Chief Executive Officer, and appoint Anne Gates as the independent Chair of the Board.
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 Directors who are nominated for election at the Annual Meeting (other than Ms. Crevoiserat) 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. In addition, all standing 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.
Board’s Role in the Oversight of Strategy
Our Board has active oversight responsibility for our corporate strategy and planning, including through: formal dedicated meetings to review our annual operating and long-range strategic plans, including risks and opportunities facing our business; quarterly engagement at Board and committee meetings, and during executive sessions; and regular discussions with our Chief Executive Officer and members of management throughout the year. With this strong Board oversight, our management team is responsible for executing our strategy and providing the Board with regular updates on
key strategic initiatives, market and macro-environmental trends, and other developments with respect to our strategic initiatives.
During fiscal year 2021, the Board was highly engaged in management’s continued focus on implementation of our Acceleration Program and response to the dynamic environment brought on by the Covid-19 pandemic. The Board is also closely involved in oversight of our ESG and Human Capital Management strategies.
 
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Board’s Role in the Oversight of Risk
The Board provides critical oversight of the risks facing the Company and the risk management programs the Company has put into place. The Board views effective risk management as a key priority and approaches this work as an integrated part of our strategic planning process. In compliance with its duties under Tapestry’s Charter, Bylaws and Corporate Governance Principles, and pursuant to Maryland law, the Board and its Committees consider whether the Company’s risk management programs adequately: identify and assess material and emerging risks facing the Company in a timely fashion; allocate ownership for risk management amongst management, the Board and its committees; implement appropriate responsive risk management strategies; facilitate open communication between management and the Board; transmit necessary information with respect to material risks within the Company; and foster an appropriate culture of ethics, integrity, and risk management.
The Company believes that the Board’s structure provides appropriate risk oversight of the Company’s activities.
Board Risk Oversight
The Board reviews the Company's enterprise risk management (“ERM”) 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 Board's review of the ERM program and other risk management processes includes strategic, operational, financial, reputational and external risks. The Board works with senior management and Tapestry's independent and internal auditors, to ensure that enterprise-wide risk management is incorporated into corporate strategy and business operations.
As set forth below, the Board delegates to its Committees primary responsibility to evaluate elements of the Company’s risk management program based on the Committee’s expertise and applicable regulatory requirements. Each Committee, through its chairperson, reports out to the full Board at its quarterly meeting on the Committee’s activities, including agenda items relating to risk; the full Board engages in discussion on these delegated activities at that time.
Audit Committee Risk Oversight
HR Committee Risk Oversight
GN Committee Risk Oversight
Responsible for oversight of risks relating to the Company's:
Responsible for oversight of risks relating to the Company's:
Responsible for oversight of risks relating to the Company's:
• Accounting and financial reporting

• System of internal controls

• Annual financial audit, including meeting privately on a regular basis with the Company’s external auditors

• internal audit program, including oversight and quarterly reports on the ERM program

•  Litigation and ethics and compliance

•  Information system architecture, privacy and cybersecurity*
• Human Capital Management programs and strategies, including talent development, equity, inclusion and diversity and management succession planning (other than CEO)

• Annual performance evaluations of the Company's executive officers and other key executives

• Compensation programs and policies, including conducting a risk assessment of the company’s compensation programs annually to determine whether any aspects encourage excessive or inappropriate risk taking
• Corporate Governance policies and practices, including related party policies and disclosures

• Board refreshment and succession planning

• CEO succession planning, as presented and approved by the full Board

• Quarterly updates on Environmental, Social and Governance program risks (with updates on ESG programs to the Board at least annually)
Role of Management
Management has day-to-day responsibility for the identification and assessment of the various risks facing the Company, and the implementation of effective risk management programs and policies. Management conducts comprehensive annual enterprise risk assessments to identify the most critical risks facing the company, as well as emerging risks, and the development of risk mitigation strategies. Management regularly reports to the full Board and/or its Committees, as applicable on risk assessment and mitigation strategies, to enable the Board to successfully oversee the Company’s risk management activities.
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*Spotlight: Oversight of Cybersecurity Risk
Cybersecurity is a critical component of risk management at Tapestry, consisting of global information security and privacy compliance programs focused on the Company’s information systems, cybersecurity practices and protection of consumer and employee personal data and confidential information. The Audit Committee receives quarterly updates from the Company’s Chief Information Officer and Chief Information Security Officer on information security and privacy risk and compliance, with periodic updates to the full Board. All global employees are required to take annual training on information security, including cybersecurity, and global data privacy requirements and compliance measures. We also conduct periodic internal and third party assessments to test our cybersecurity controls, perform cyber simulations and annual tabletop exercises, and continually evaluate our privacy notices, policies and procedures surrounding our handling and control of personal data and the systems we have in place to help protect us from cybersecurity or personal data breaches. The Company has rigorous controls in place to monitor personal and confidential information and documentation distributed electronically by all of its employees.
Compensation Committee Interlocks and Insider Participation
The HR Committee is currently comprised of the following Independent Directors: David Denton, Chair, Darrell Cavens, Susan Kropf, Pamela Lifford and Ivan Menezes. No Director who served as a member of the HR Committee during any portion of fiscal year 2021 was an employee of the Company during their service on the HR Committee or a former officer of the Company. None of Tapestry's executive officers serve on
the compensation committee (or other committee serving an equivalent function) or the board of directors of any other company of which any member of the HR Committee during any portion of fiscal year 2021 or the Board is an executive officer. The HR Committee makes all compensation decisions regarding the Company’s executive officers.
Code of Conduct and Other Policies
Tapestry has adopted a Code of Conduct (the “Code”). The purpose of the Code is to convey the basic principles of business conduct expected of all Tapestry employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller and other senior financial personnel performing similar functions. We require officers and corporate employees (and selected retail employees) to attend training on the Code and other matters of business ethics. We require all employees to review and certify the Code annually. In support of the Code, 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 Code meets the definition of “code of ethics” under the rules and regulations of the SEC and the NYSE and is posted on our website at www.tapestry.com/investors/ under the Global Business Integrity Program section.
We will provide to any person without charge, upon request, a copy of the Code. You may obtain a copy of the Code by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
Tapestry has also adopted a Political Activities and Contributions Policy. Tapestry does not make political contributions and prohibits all employees from using any Company funds or assets for direct or in-kind political contributions, including contributions to any ballot initiative, referendum or other question, political action committee (PAC), political party or candidate, whether federal, state or local, in the United States or abroad, subject to certain pre-approved specific foreign country exclusions. Employees are permitted to make personal contributions that do not involve any funds or resources of the Company, including Company time, facilities, office supplies, letterhead, phones and fax machines.
 
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Other Corporate Governance Matters
Stockholder Engagement
We communicate with our stockholders throughout the year and are committed to fostering effective and transparent communication. We engage regularly through quarterly earnings calls, our investor relations website, and one-on-one meetings and calls to ensure we have a strong understanding of their perspectives, including potential concerns with respect to our Company and business.
In advance of our annual meeting of stockholders each year, we reach out to many of our investors to discuss topics of corporate governance, executive compensation and any other items of interest or concern. Our engagements typically involve members of our senior management team from Investor Relations, Legal, Compensation and other business areas, when appropriate. Ms. Crevoiserat, along with Ms. Kropf, the Chair of our Board, or Mr. Denton, the Chair of our HR Committee, engaged directly with our stockholders on a number of topics during fiscal year 2021.
In advance of our 2020 Annual Meeting of Stockholders, we reached out to approximately 40 holders, representing approximately 65% of shares outstanding, and held calls with investors representing over 30% of shares outstanding, including four of our five top holders at the time. We have also continued to engage with our holders on a number of issues throughout the year.
Key topics of discussion during our fiscal year 2021 engagements included:
Our business strategies and financial performance, including our progress under the Acceleration Program and our response to the Covid-19 pandemic during the fiscal year
Our executive compensation programs and practices, including any impacts or one-time changes as a result of the pandemic
Our equity compensation programs, including our request for additional shares under our Second Amended and Restated Tapestry, Inc. 2018 Stock Incentive Plan (the “2018 Stock Incentive Plan”) at our 2020 Annual Meeting of Stockholders
Management succession planning and leadership appointments during the fiscal year
Topics related to ESG, including sustainability and climate change, and Our Social Fabric initiatives and goals
Our strategies around equity, inclusion and diversity, and other matters of Human Capital Management
Topics around Board refreshment, Board diversity and general Board oversight and governance
Corporate Governance Principles
Tapestry’s Corporate Governance Principles provide the framework for the governance of Tapestry. 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 Tapestry, are posted on our website
at www.tapestry.com/investors/ under the Governance Documents section. We will provide to any person without charge, upon request, a copy of the Corporate Governance Principles. You may obtain a copy by sending a written request to Tapestry, 10 Hudson Yards, New York, New York 10001, Attention: Secretary.
Sarbanes-Oxley Certifications
Tapestry has filed with the SEC, as exhibits to its most recently filed Annual Report on Form 10-K, the certifications required
by the Sarbanes-Oxley Act of 2002 regarding the quality of the Company’s public disclosure.
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Director Compensation
Directors who are Tapestry employees receive no additional compensation for their services as Directors. Compensation for Independent Directors is recommended by the HR Committee and approved by the Board. Compensation for Independent Directors consists of an annual cash retainer for Board service and additional cash retainers for service as the non-executive Chair of the Board or Lead Outside Director, as applicable, and as the chairperson of Board Committees. Annual grants of stock options and restricted stock units (“RSUs”) with a combined value of approximately $150,000 are made to each elected Independent Director on the date of Tapestry's Annual Meeting of Stockholders. Upon joining the Board, a new Independent Director receives a grant of stock options and RSUs with approximately the same value as this annual grant. The 2018 Stock Incentive Plan includes an overall limit on annual Independent Director compensation of $800,000 per director.
Due to complex regulatory requirements related to equity compensation in China, in lieu of an annual equity award of stock options and RSUs, Ms. Long receives a cash payment equal to $150,000, representing the targeted fair market value of equity awards granted to the other Independent Directors, paid one year after the date of each Annual Meeting of Stockholders.
From time to time, most recently in August 2021, the HR Committee's consultant, CAP, evaluates the Independent Director compensation program and, as appropriate, the HR Committee may recommend changes to the Board. The 2021
study compared Tapestry's Independent Director compensation program to:
the same peer group used for executive compensation benchmarking, described below in Compensation Discussion & Analysis and
general industry survey data (306 companies across industries with revenues between $2.5 billion and $10 billion), from the 2020-21 Director Compensation Report from the National Association of Corporate Directors.
The study found that current Independent Director compensation approximated the 25th percentile of the peer group, and was also positioned below median versus the general industry data. The HR Committee recommended that no changes be made at that time, and determined that CAP would plan to evaluate the Independent Director compensation program again in fiscal year 2022.
In connection with actions the Company took to reduce compensation expense in response to the impact of the Covid-19 pandemic, the Board agreed to reduce its cash retainer compensation by 50% as of the start of the Company's fiscal year 2021. The reduction applied to the annual cash retainer for Board service, Committee chair retainers and the Independent Board Chair retainer. Employee salaries and the Board cash retainers were reinstated to their full level effective November 1, 2020.
Tapestry's Outside Director retainers in effect during fiscal year 2021 were as follows:
Compensation Element
Annual Amount*
($)
Received by
Basic annual retainer
90,000
All Independent Directors
Annual equity grant value(1)
150,000
All Independent Directors, except Ms. Long
Audit Committee Chair annual retainer
30,000
Ms. Gates
HR Committee Chair annual retainer
30,000
Mr. Denton
GN Committee Chair annual retainer
20,000
Ms. Kropf
Non-executive Chair of the Board retainer(2)
200,000
Ms. Kropf
Lead Outside Director
30,000
N/A
Cash payment in lieu of annual equity grant
150,000
Ms. Long
*Amounts shown reflect the full value of the retainers for fiscal year 2021, excluding the temporary 50% reduction described above for a portion of fiscal year 2021.
(1) The annual equity grant to our Independent Directors is fixed at a fair market value of approximately $150,000, with 50% of the value of the award made in the form of stock options and 50% made in the form of RSUs. These awards vest in full one year from the date of grant, subject to the Director’s continued service until that time.
(2) Effective July 21, 2020, the Board increased the annual cash retainer for service as the independent Chair of the Board from $150,000 to $200,000.
 
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Director Stock Ownership Policy
Tapestry has a stock ownership policy for Independent Directors. Under the policy, each Independent Director is expected to accumulate Tapestry shares valued at five times the basic annual retainer of $90,000. The Board expects the required level of ownership to be achieved within five years of the date an Independent Director is appointed to the Board. Until the requirement is met, each Director is required to retain 50% of the net shares obtained from RSUs that vest and stock options that are exercised. Ownership includes shares owned, deferred stock units, and shares equivalent to the after-tax value of unvested RSUs and the after-tax value of vested, unexercised, in-the-money stock options.
The Board has waived the Director Stock Ownership Policy for Ms. Long due to the complex regulatory framework for equity compensation in China.
As of the last measurement date (December 31, 2020):
Messrs. Bilbrey, Denton and Menezes and Ms. Kropf had achieved the desired level of ownership; and
Messrs. Cavens and Greco and Mses. Gates and Lifford were making appropriate progress toward achieving the desired level of ownership (all have been Independent Directors for less than five years).
2021 Director Compensation
Compensation paid in fiscal year 2021 for each Independent Director is detailed below:
Name(1)
Fees Earned or
Paid in Cash(2)
($)
Stock Awards(3)
($)
Option
Awards(3)
($)
All Other
Compensation(4)
($)
Total
($)
John P. Bilbrey
71,786
74,995
75,005
221,786
Darrell Cavens
75,000
74,995
75,005
2,000
227,000
David Denton
100,000
74,995
75,005
250,000
Anne Gates
97,033
74,995
75,005
12,000
259,033
Thomas Greco
28,065
74,994
74,994
178,053
Susan Kropf
214,181
74,995
75,005
10,000
374,181
Pamela Lifford
28,065
74,994
74,994
178,053
Annabelle Yu Long
225,000
225,000
Ivan Menezes
75,000
74,995
75,005
225,000
(1) Hanneke Faber joined the Board in August 2021, after the end of fiscal year 2021, and therefore received no compensation during fiscal year 2021.
(2) Fees paid in cash reflect the time Directors spent on the Board during fiscal year 2021, and any leadership roles, and incorporate the temporary 50% reduction in cash payments due to Covid-19 during a portion of the fiscal year, as described above. In addition to the basic annual retainer, Ms. Long receives a cash payment in lieu of stock options and RSUs.
(3) Reflects the aggregate grant date fair value of all RSU awards and stock options, assuming no risk of forfeitures. The assumptions used in calculating the grant-date fair value of these awards are described in footnote 4 to the Summary Compensation Table. As of July 3, 2021, the last day of fiscal year 2021, each Independent Director except Ms. Lifford and Mr. Greco, held 3,035 unvested RSUs. Ms. Lifford and Mr. Greco each held 2,531 unvested RSUs. The outstanding stock options held by each Independent Director were: Mr. Bilbrey 20,258; Mr. Cavens 35,635; Mr. Denton, 80,966; Ms. Gates, 36,977; Mr. Greco, 6,117; Ms. Kropf, 86,164; Ms. Lifford, 6,117; Mr. Menezes, 63,109.
(4) Amounts shown in “All Other Compensation” are matching charitable contributions under the Company's Matching Gift program.
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Proposal 1: Election of Directors
All of Tapestry's Directors are elected each year at the Annual Meeting by the stockholders. We do not have staggered elections of our Board members. Ten Directors will be elected at this year’s Annual Meeting. Each Director’s term lasts until the 2022 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies. All of the nominees are currently members of Tapestry's Board. The Board recommends that you vote FOR each of the Director nominees below.
One of the current members and the Chair of the Board, Ms. Kropf, is retiring at the end of her term and not standing for re-election at this year’s Annual Meeting. The Board intends to reduce the size of the Tapestry Board of Directors to ten effective immediately upon Ms. Kropf’s retirement and the
proxy holders may only vote for the number of nominees named in this proxy statement.
If a nominee is unable to serve or for good cause will not serve as a Director, 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 September 24, 2021.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE BELOW NOMINEES FOR DIRECTOR.
Director Nominees
Name
Age
Position with Tapestry
John P. Bilbrey
65
Director
Darrell Cavens
48
Director
Joanne Crevoiserat
57
Director
David Denton
56
Director
Johanna (Hanneke) Faber
52
Director
Anne Gates
61
Director
Thomas Greco
63
Director
Pamela Lifford
58
Director
Annabelle Yu Long
48
Director
Ivan Menezes
62
Director
At A Glance: Skills and Experience (see page 25 for individual skills matrix)


 
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Proposal 1: Election of Directors
JOHN P. BILBREY
Director Since 2020

Member of the Audit Committee

Skills & Qualifications:

Our Board believes that Mr. Bilbrey is qualified to serve as a Director based on his experience as a chief executive officer of a large publicly-traded company and his strong operational and financial background in consumer facing industries.
John P. Bilbrey served as President and Chief Executive Officer of The Hershey Company, a global confectionery leader and producer of snack products in the U.S., from 2011 until his retirement in March 2017. He also served as Chairman of Hershey from 2015 until March 2017 and as Non-Executive Chairman from March 2017 to May 2018. Mr. Bilbrey joined the management team of Hershey as Senior Vice President, President Hershey International in 2003, serving as Senior Vice President, President Hershey North America from 2007 to 2010 and Executive Vice President and Chief Operating Officer from 2010 to 2011. He previously spent 22 years at The Procter & Gamble Company. Mr. Bilbrey serves on the Board of Directors of Campbell Soup Company, Colgate-Palmolive and Elanco Animal Health. Mr. Bilbrey holds a Bachelor of Science in Psychology from Kansas State University.
DARRELL CAVENS

Director Since 2018

Member of the Human Resources Committee


Skills & Qualifications:

Our Board believes that Mr. Cavens is qualified to serve as a Director based on his experience as a chief executive officer and co-founder of a large publicly-traded company, his strong background in online retailing, technology and data analytics and his understanding of the retail industry.
Darrell Cavens was President, New Ventures for the Qurate Retail Group from December 2017 until his retirement in September 2018. In this role, Mr. Cavens led a team responsible for driving innovative retail concepts and looking beyond the Qurate Retail Group’s current business for additional growth opportunities, through internal innovation, strategic partnerships, joint ventures and acquisitions. Mr. Cavens was previously President and Chief Executive Officer of zulily, inc., which he co-founded, from October 2009 until December 2017. From July 2008 to October 2009, Mr. Cavens served as the director of BizTalk Server at Microsoft. From 1999 to 2008, Mr. Cavens held various positions at Blue Nile, most recently serving as Senior Vice President of Marketing and Technology. From 1996 to 1999, Mr. Cavens served as a staff engineer within the Advanced Development team at Starwave Corp. Mr. Cavens serves on the Board of Directors of Big Sky Growth Partners, an e-commerce focused Special Purpose Acquisition Company. He also serves as a director of Rad Power Bikes and Vouched and as a member of the Advisory Board of Brooks Running. Mr. Cavens previously served, within the last five years, as a director of Plated, OfferUp, Pro.com, zulily, inc. and Deliveroo. Mr. Cavens attended the University of Victoria.
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Proposal 1: Election of Directors
JOANNE CREVOISERAT

Director Since 2020

Chief Executive Officer and President of Tapestry, Inc.


Skills & Qualifications:

Our Board believes that Ms. Crevoiserat is qualified to serve as Director based on her experience in the management of the Company and oversight of strategic planning and operations, as well as her significant financial expertise and experience in the retail industry.
Joanne Crevoiserat was appointed Chief Executive Officer of the Company in October 2020, having served as Interim Chief Executive Officer since July 2020. Prior to her appointment, Ms. Crevoiserat served as Chief Financial Officer from August 2019 to July 2020. Prior to joining Tapestry, Ms. Crevoiserat was Executive Vice President and Chief Operating Officer at Abercrombie & Fitch Co. from February 2017 to June 2019. She joined Abercrombie & Fitch in May 2014 as Chief Financial Officer. Prior to joining Abercrombie & Fitch, she served in a number of senior management roles at Kohl’s Inc. including Executive Vice President of Finance and Executive Vice President of Merchandise Planning and Allocation. Prior to her time with Kohl’s, Ms. Crevoiserat held senior finance positions with Wal-Mart Stores and May Department Stores, including Chief Financial Officer of the Filene’s, Foley’s and Famous-Barr brands. Within the last five years, Ms. Crevoiserat served on the board of directors of At Home Group Inc. She is a summa cum laude graduate of the University of Connecticut where she received a Bachelor of Science degree in Finance.
DAVID DENTON

Director Since 2014

Chair of the Human Resources Committee
Member of the Governance & Nominations Committee


Skills & Qualifications:

Our Board believes that Mr. Denton is qualified to serve as a Director based on his experience as an executive officer of a large, publicly-traded, consumer-facing company, his strong financial background, and understanding of the retail industry.
David Denton currently serves as Executive Vice President and Chief Financial Officer of Lowe’s Companies, Inc., responsible for corporate finance and treasury, strategy, real estate, accounting, tax, internal audit, process excellence, enterprise risk management, and international and emerging businesses. Mr. Denton joined Lowes in 2018. Mr. Denton previously served as Executive Vice President and Chief Financial Officer of CVSHealth Corporation (f/k/a CVS Caremark). He joined CVS Caremark in 1999 and held various managerial roles throughout the company. Previously, Mr. Denton was Senior Vice President and Controller/Chief Accounting Officer of CVS Caremark and served as Chief Financial Officer and Controller for PharmaCare, CVS Corporation’s legacy PBM subsidiary. Mr. Denton holds a Bachelor of Science degree in Business Administration from Kansas State University and an M.B.A. from Wake Forest University.
 
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Proposal 1: Election of Directors
HANNEKE FABER

Director Since 2021


Skills & Qualifications:

Our Board believes that Ms. Faber is qualified to serve as a Director based on her experience as a senior executive of large global publicly traded companies and her nearly 30 years of experience in consumer goods and retail.
Hanneke Faber currently serves as President, Global Foods and Refreshment at Unilever PLC, after joining Unilever in January 2018 as President of Europe and member of the Unilever Executive. Previously, From 2013 until 2017, Ms. Faber held global leadership roles at Royal Ahold Delhaize where she most recently served as Chief eCommerce & Innovation Officer after starting her at The Procter & Gamble Company where she became Vice President and global Leader of Procter and Gamble’s top brands. Ms. Faber is a Board member at the World Economic Forum Food Stewards Board; Food Drink Europe; and Leading Executives Advancing Diversity (LEAD). During the past five years, Ms. Faber served as a director of Bayer AG. Ms. Faber holds a Bachelor of Journalism and Master of Business Administration from the University of Houston in the United States.
ANNE GATES

Director Since 2017

Chair of the Audit Committee
Member of the Governance & Nominations Committee


Skills and Qualifications:

Our Board believes that Ms. Gates is qualified to serve as a Director based on her financial literacy and her broad business background in finance, marketing, strategy and business development, including growing international businesses and her understanding of the retail and consumer products industries.
Anne Gates was President of MGA Entertainment, Inc., a privately held developer, manufacturer and marketer of toy and entertainment products for children, a position she held from 2014 through her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1991 until 2012. Her roles included Executive Vice President, Chief Financial Officer for Disney Consumer Products, Managing Director for Disney Consumer Products Europe and Emerging Markets, and Senior Vice President of operations, planning and analysis for The Walt Disney Company. Prior to joining Disney, Ms. Gates worked for PepsiCo and Bear Stearns. Ms. Gates has over 25 years of experience in the retail and consumer products industry. In addition, Ms. Gates has a broad business background in finance, marketing, strategy and business development, including growing international businesses. Ms. Gates serves on the Board of Directors of The Kroger Company and Raymond James Financial, Inc. She is also a member of the Boards of Cynosure, LLC, the University of California, Berkeley Foundation, and the Packard Foundation. Ms. Gates holds Bachelor of Arts in Mathematics from the University of California, Berkeley, and an M.Sc. in Operations Research from Columbia University.
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Proposal 1: Election of Directors
THOMAS GRECO

Director Since 2020

Member of the Audit Committee


Skills & Qualifications:

Our Board believes that Mr. Greco is qualified to serve as a Director based on his extensive leadership experience and his background in strategy, supply chain and logistics.
Thomas Greco was elected to our Board of Directors in December 2020. Mr. Greco has held his current role as President, Chief Executive Officer and a member of the Board of Directors of Advance Auto Parts since August 2016 and served as Advance’s Chief Executive Officer from April 2016 to August 2016. Prior to joining Advance, from September 2014 until April 2016, Mr. Greco served as CEO, Frito-Lay North America, a unit of PepsiCo, Inc. (“PepsiCo”), a leading global food and beverage company. In this role, he was responsible for overseeing PepsiCo’s snack and convenient foods business in the U.S. and Canada. Mr. Greco previously served as Executive Vice President, PepsiCo and President, Frito-Lay North America from September 2011 to September 2014 and as Executive Vice President and Chief Commercial Officer for Pepsi Beverages Company from 2009 to September 2011. Mr. Greco joined PepsiCo in Canada in 1986 and served in a variety of leadership positions. Before joining PepsiCo, he worked at The Proctor & Gamble Company. Mr. Greco holds a Bachelor of Commerce degree from Laurentian University in Sudbury, Ontario, Canada and a Master of Business Administration from the Richard Ivey School of Business in London, Ontario, Canada.
PAMELA LIFFORD

Director Since: 2020

Member of the Human Resources Committee


Skills & Qualifications:

Our Board believes that Ms. Lifford is qualified to serve as a Director based on her unique and proven abilities to create global lifestyle brands though successful collaborations and her extensive experience in retail and licensing.
Pamela Lifford serves as President, Warner Bros./WarnerMedia Studios and Networks Group’s Global Brands and Experiences overseeing the development of innovative fan-engagement opportunities across WarnerMedia’s content and networks businesses, which include Warner Bros., HBO and Cartoon Network properties, consumer products and themed entertainment. In addition, she heads storytelling giant DC, home to iconic characters such as Batman, Superman, and Wonder Woman. With more than 25 years of experience, Ms. Lifford spent 12 years at the Disney Company where in her role as Executive Vice President she oversaw the global home, fashion and infant businesses. Earlier in her career, Ms. Lifford held positions at leading brands, including Nike, Quiksilver, Inc., and Road Runner Sports.
 
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Proposal 1: Election of Directors
ANNABELLE YU LONG

Director Since 2016

Member of the Audit Committee


Skills & Qualifications:

Our Board believes that Ms. Long is qualified to serve as a Director based on all the experience described above, her insight about the Chinese consumer and knowledge of and experience with the media landscape in China, along with her track record of investing in digital and lifestyle companies.
Annabelle Yu Long serves as the Founding and Managing Partner of BAI Capital. She also serves as a member of Bertelsmann Group Management Committee and the governor of China Venture Capital and Private Equity Association Limited. Previously, Ms. Long was the Chief Executive Officer of Bertelsmann China Corporate Center and Managing Partner of Bertelsmann Asia Investments. Prior to that, she was a Principal at Bertelsmann Digital Media Investments. She joined the international media, services and education company via the Bertelsmann Entrepreneurs Program in 2005. Ms. Long was named Young Global Leader (YGL) by World Economic Forum in 2011 and had active involvement in WEF. She was also a member of the Stanford Graduate School of Business Advisory Council. Ms. Long serves on the board of directors LexinFintech Holdings Ltd. and Nio Inc. Within the past five years Ms. Long served on the boards of Tuanche Limited and iClick Interactive Asia Group Limited. Ms. Long received a bachelor’s degree in electrical engineering from the University of Electronic Science and Technology in China and an M.B.A. from Stanford Graduate School of Business.
IVAN MENEZES

Director Since 2005

Member of the Governance & Nominations and Human Resources Committees


Skills & Qualifications:

Our Board believes that Mr. Menezes is qualified to serve as a Director based on his experience as a chief executive of a major global consumer products company, his strong financial background, and his proven track record of driving international growth and expansion.
Ivan Menezes currently serves as Executive Director and the Chief Executive of Diageo plc, a premium drinks company; he was appointed Chief Executive in July 2013 and has been an Executive Director since July 2012. Prior to that, he held several executive and senior appointments at Diageo plc and was the Chief Operating Officer, Diageo plc since March 2012, the Chairman, Diageo Latin America & Caribbean since July 2011, the Chairman, Diageo Asia Pacific since October 2008, and the President and Chief Executive Officer of Diageo North America since January 2004. He previously served as President and Chief Operating Officer of Diageo North America from July 2002 and as President of Diageo, Venture Markets since July 2000. Before joining Diageo in 1997, he held senior marketing positions with Whirlpool Europe, a manufacturer and marketer of major home appliances, in Milan and was a principal with Booz Allen Hamilton, Inc., a strategy and technology consulting firm, both in Chicago and in London. Mr. Menezes also serves as an Executive Director on the Board of Directors of Diageo plc. Mr. Menezes holds a Bachelor of Arts degree in Economics from St. Stephen’s College, Delhi, a post-graduate diploma from the Indian Institute of Management, Ahmedabad and an M.B.A. from Northwestern University’s Kellogg School of Management.
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Proposal 1: Election of Directors
Director Qualifications, Skills and Experience
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 and the NYSE. 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 GN Committee of the Board believes that each Director should have a basic understanding of
(a) the principal operational and financial objectives, 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.
As reflected in the chart below, we believe our Director nominees offer a diverse range of key skills and experience to provide effective oversight of the Company and create long-term sustainable growth through successful execution of the Company's strategic initiatives
EXPERIENCE
John P.
Bilbrey
Darrell
Cavens
Joanne
Crevoiserat
David
Denton
Hanneke
Faber
Anne Gates
Thomas
Greco
Pamela
Lifford
Annabelle
Yu Long
Ivan
Menezes
Total
Prior Public Company Experience
(prior directorships or executive officer
9
Executive Leadership
10
Financial / Accounting Experience
and / or Oversight
10
Mergers & Acquisitions
7
Industry: Retail
8
Industry: Consumer Products
8
International Experience
8
Marketing & Branding
7
Technology & Digital
​8
Human Resources
(Org. Dev. & Exec. Comp.)
7
Corporate Responsibility (ESG)
6
Entrepreneurial / Innovation
4
 
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Proposal 2: Ratification of
Appointment of our Independent
Registered Public Accounting Firm
This section should be read in conjunction with the Audit Committee Report presented below.
Ratification of Appointment of Auditors; Attendance at Meetings
The Audit Committee of Tapestry’s Board has appointed Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for fiscal year 2022. We are asking 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 virtual 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.
Our Bylaws do not require that the stockholders ratify the appointment of D&T as our independent auditors. However, we are submitting the appointment of D&T to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Board and the Audit Committee will consider this fact when it appoints the independent auditors for the fiscal year ending July 1, 2023
(“fiscal year 2023”). Even if the appointment of D&T is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the best interests of the Company and our stockholders. At this time, the Board and the Audit Committee believe that the continued retention of D&T to serve as our independent auditors is in the best interest of the Company and our stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF D&T AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022.
Fees for Audit and Other Services
The aggregate fees for professional services rendered by D&T for the fiscal years ended June 27, 2020 and July 3, 2021 were approximately as follows:
Fiscal Year 2020
Fiscal Year 2021
Audit Fees(1)
$4,944,000
$5,095,000
Audit-Related Fees(2)
118,000
201,000
Tax Fees(3)
1,281,000
1,266,000
All Other Fees(4)
25,000
15,000
(1) Includes the audit of the Company’s annual consolidated financial statements and internal control over financial reporting, reviews of quarterly financial statements and audits of statutory filings.
(2) Includes registration statement procedures, other accounting consultations and an audit of the employee benefit plan.
(3) Includes fees for professional services related to national tax consulting services.
(4) Includes fees for professional services related to HR advisory services.
Audit Committee Pre-Approval Policy
The Audit Committee is responsible for approving audit fees and is required to pre-approve all services provided by the independent auditors to assure that these services do not impair the auditors independence. Services that have not received pre-approval will require specific review and approval by the Audit Committee. In addition, when the scope of services being provided (and the related fees) meaningfully change, Tapestry
and the independent auditors will provide an update to the Audit Committee. All services described in the table above have been approved by the Audit Committee or the Audit Committee Chair on an engagement-by-engagement basis.
The Audit Committee considered the services listed above to be compatible with maintaining D&T’s independence.
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Audit Committee Report
The Audit Committee (the “Audit Committee”) of the Board of Directors of Tapestry, Inc. (“Tapestry”) is responsible for overseeing Tapestry’s accounting and financial reporting principles and policies, financial statements and the independent audit thereof, and Tapestry’s internal audit controls and procedures. The Audit Committee is also responsible for selecting and evaluating the independence of Tapestry’s independent auditors and for pre-approving the audit and non-audit services rendered by the independent auditors. Management has the primary responsibility for the financial statements and the reporting process, including Tapestry’s systems of internal controls. The independent auditors are responsible for auditing the annual consolidated financial statements prepared by management and expressing an opinion as to whether those financial statements conform with accounting principles generally accepted in the United States of America as well as expressing an opinion on the effectiveness of internal control over financial reporting.
The Audit Committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended July 3, 2021 with management and Tapestry’s independent auditors. These discussions included a review of the reasonableness of significant judgments, the quality, not just acceptability, of Tapestry’s accounting principles and such other matters as are required to be discussed with the Audit Committee. Tapestry’s independent auditors discussed their independence and also provided to the Audit Committee the written disclosures and the letter required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), and the Audit Committee has discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board.
Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors of Tapestry that the audited financial statements be included in Tapestry's Annual Report on Form 10-K for the fiscal year ended July 3, 2021 that has been filed with the Securities and Exchange Commission.
Audit Committee
Anne Gates, Chair
John P. Bilbrey
Thomas Greco*
Annabelle Yu Long
*Mr. Greco joined the Audit Committee effective December 9, 2020.
 
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Executive Officers
The following table sets forth information regarding each of Tapestry’s executive officers as of September 24, 2021:
Name
Age
Position
Joanne Crevoiserat(1)
57
Chief Executive Officer
Sarah Dunn
61
Global Human Resources Officer
Liz Fraser
59
Chief Executive Officer and Brand President, Kate Spade
Thomas Glaser
60
Chief Operations Officer
David Howard
46
General Counsel and Secretary
Todd Kahn
57
Chief Executive Officer and Brand President, Coach
Scott Roe
56
Chief Financial Officer and Head of Strategy
(1) Information regarding Ms. Crevoiserat is listed under Proposal 1: Election of Directors.
Sarah Dunn has led Human Resources at Tapestry since she joined the Company in July 2008. In April 2014 she was appointed Global Human Resources Officer. Prior to joining Tapestry, 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. 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.
Liz Fraser was appointed Chief Executive Officer and Brand President, Kate Spade, effective March 2020. Prior to joining Tapestry, Ms. Fraser served as the President at Lafayette 148, a New York-based, women’s fashion brand, since December 2018, where she was responsible for global sales and marketing, as well as design and merchandising, for apparel and accessories. Ms. Fraser joined Lafayette 148 from Anne Klein where she was Chief Executive Officer from 2015 until 2018 and, before that, Marc by Marc Jacobs, where she was President and a member of the launch team that built the business into a multichannel, multi-category global lifestyle brand. Ms. Fraser holds a Bachelor of Arts degree in Art History from Columbia University, Barnard College.
Thomas Glaser was appointed Chief Operations Officer in July 2019. Mr. Glaser joined Tapestry from VF Corporation, where he most recently held the position of Executive Vice President, VF Corporation & President, Supply Chain, responsible for the oversight of all of the company’s global manufacturing, sourcing and operations. Mr. Glaser joined VF in 2001 as Managing Director, VF Asia Ltd Sourcing in Hong Kong, where he played a key role in further diversifying and expanding VF's global sourcing network in support of the company's growing
portfolio of brands. In 2006, Mr. Glaser was named President, Supply Chain, Europe/Asia. In 2010, he was promoted to Vice President, Global Operations, a role that he held until being appointed to President, Supply Chain, in January 2012. Prior to joining VF, Mr. Glaser served as Vice President of Sourcing and Operations for various brands of Phillips-Van Heusen (PVH). He began his career at PVH, where he held sales and sourcing management positions within the company's North America and Asia divisions. Mr. Glaser holds a bachelor’s degree in government and economics from Franklin & Marshall College.
David Howard has served as General Counsel since June 2020, and Secretary since August 2020. He previously served as Senior Vice President, Deputy General Counsel and Assistant Secretary from August 2018 through May 2020, after becoming Vice President and Deputy General Counsel in March 2015. Mr. Howard held several key roles in the Law Department since joining the Company in January 2011. Prior to joining the Company, from June 2008 to January 2011, Mr. Howard served as Associate General Counsel and Assistant Corporate Secretary at Mirant Corporation, an energy company that produced and sold electricity in the United States. From 2002 to 2008, Mr. Howard was a corporate attorney at Arnall Golden Gregory, LLP, counseling clients on securities, corporate governance and private equity matters, and from 1997 to 1999, Mr. Howard practiced public accounting with Arthur Andersen LLP. Mr. Howard received Bachelor and Master of Science degrees in Accounting from Wake Forest University and a Juris Doctor from the University of Georgia School of Law. Mr. Howard is also a Certified Public Accountant.
Todd Kahn was appointed Chief Executive Officer and Brand President, Coach in April 2021 after having served as the Interim Chief Executive Officer and Brand President since July 2020 and having led the revenue generating business units of the brand since March 2020. He joined the Company as Senior Vice President, General Counsel and Secretary in
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Executive Officers
January 2008 and held a number of successively senior roles, including serving as Chief Legal Officer until March 2020, Company Secretary until August 2020, and President and Chief Administrative Officer from May 2016 until April 2021. Prior to joining the Company, Mr. Kahn, a seasoned industry veteran, held leadership positions at several public and private companies. Mr. Kahn received a Bachelor of Science degree from Touro College and a Juris Doctor from Boston University Law School.
Scott Roe was appointed Chief Financial Officer and Head of Strategy in June 2021. Mr. Roe joined Tapestry from VF Corporation, where he served as Chief Financial Officer from April 2015 through May 2021, and as Executive Vice President
from March 2019 through May 2021. In this role, he had oversight of Finance, Accounting, Investor Relations, Corporate Development, Treasury, Tax, Financial Planning & Analysis, Sustainability, Global Business Technology and Corporation Aviation. Prior to his appointment as CFO in 2015, Mr. Roe served in a number of senior management positions at VF Corporation including Vice President, Controller and Chief Accounting Officer, Vice President of Finance for VF's Jeanswear and Imagewear coalitions, and CFO of the International Business. Before joining VF Corporation in 1996, Mr. Roe worked in the OEM Automotive and Basic Materials industries after beginning his career at Ernst & Young. Mr. Roe graduated with honors with a Bachelor of Science degree in Accounting from the University of Tennessee.
 
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Tapestry Stock Ownership by Certain
Beneficial Owners and Management
The table below presents information, as of August 31, 2021, except as otherwise noted below, with respect to the beneficial ownership of Tapestry'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 NEOs, and all Directors, NEOs and all 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” by an individual or entity 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; however, shares exercisable within 60 days are not considered outstanding for purposes of computing the percentage of ownership of any other individual or entity. Where indicated, the beneficial ownership described below includes share unit balances held under Tapestry'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 Tapestry's common stock. The amounts ultimately realized by the Directors will reflect all changes in the market value of Tapestry 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, which will be forfeited if the underlying award forfeits.
Beneficial Owner
Shares owned
Percent of Class (%)
FMR(1)
30,280,088
10.78
Vanguard(2)
28,436,610
10.12
Blackrock(3)
22,853,109
8.13
Joanne Crevoiserat(4)
169,533
*
Scott Roe(5)
*
Andrea Shaw Resnick(6)
187,312
*
Liz Fraser(7)
18,108
*
Thomas Glaser(8)
151,892
*
Todd Kahn(9)
527,567
*
Jide Zeitlin(10)
263,574
*
John P. Bilbrey(11)
46,732
*
Darrell Cavens(12)
42,116
*
David Denton(13)
103,999
*
Hanneke Faber(14)
*
Anne Gates(15)
36,244
*
Thomas Greco(16)
*