Abercrombie & Fitch Co. Separates CEO, Chairman Roles

Michael Jeffries remains CEO; Arthur Martinez named non-executive chairman. Board increases to 12 members.

Jan 28, 2014 at 10:56AM

In an announcement and SEC filing today, Abercrombie & Fitch Co. (NYSE:ANF) said it would be separating its role of chairman and CEO currently held by Michael Jeffries, and would also be adding three new members to its board of directors.

Jeffries, who has been the clothing company's chairman since 1996, will remain in his position as CEO and will retain the title of director, but  Arthur Martinez will now serve as the non-executive chairman. Martinez previously served as the chairman, president, and CEO of Sears from 1995 to 2000. Martinez was also named to the board. 

Anf By Ludovic Bertran

Source: Flickr / Ludovic Bertron.

"I am honored to join the Board of Abercrombie & Fitch and take on the role of Non-Executive Chairman. This is a company with iconic global brands, highly talented employees and tremendous potential," said Martinez in the company press release. "I look forward to working with Mike, the other members of the Board, and the management team to build on the Company's brand positioning and global appeal, and create long-term value for shareholders."

The release also noted Martinez "currently serves on the Board of Directors of American International Group, IAC/Interactive Corporation, Fifth & Pacific Companies (formerly Liz Claiborne), International Flavors & Fragrances,, where he is Lead Director, and HSN, where he is Chairman."

Jeffries has come under fire for comments he made about the decision of Abercrombie to not carry plus-sized clothing in its stores. He said the store will "go after the attractive all-American kid with a great attitude and a lot of friends. A lot of people don't belong (in our clothes), and they can't belong. Are we exclusionary? Absolutely."

His remarks drew scrutiny and in May an online petition garnered some 70,000 signatures, resulting in the company releasing a statement that noted, "We want to reiterate that we sincerely regret and apologize for any offense caused by comments we have made in the past which are contrary to these values" of diversity and inclusion. 

Last month Abercrombie & Fitch announced that it was reworking Jefferies' contract, tying his compensation more closely with company performance.

In addition to Martinez, Abercrombie & Fitch Co. named Terry Burman and Charles Perrin as directors, expanding its board to 12 members. The appointments are effective immediately.

Burman is the former CEO of Signet Jewelers Ltd. and before that was president and CEO of Barry's Jewelers Inc. Perrin is the former chairman and CEO of Avon Products Inc. and previously held the same posts at Duracell International Inc.

In addition to the new board members and the separation of the role of chairman and CEO, the company also announced "its Board of Directors has determined to terminate the Company's Shareholder Rights Plan." Such plans are usually aimed at defending a company from a hostile takeover attempt. 

"These significant changes demonstrate the Company's ongoing commitment to being a leader in corporate governance best practices and responding to shareholder concerns," added Craig Stapelton, the outgoing lead independent director, a role he has served in since 2010. "The Company will continue to review additional corporate governance enhancements as part of this commitment."

-- Material from The Associated Press was used in this report.

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