Ilene Eskenazi
About Ilene Eskenazi
Ilene Eskenazi, age 53 as of April 15, 2025, is an independent Class I director of a.k.a. Brands Holding Corp. (AKA), serving since 2021 (initially joining the Board in December 2021) and nominated to continue through the 2028 annual meeting. She is currently Chief Human Resources Officer at Chipotle Mexican Grill; prior roles include Chief Legal and Human Resources Officer at Petco, Global General Counsel and CHRO at Boardriders, and senior legal roles at True Religion, Red Bull North America, The Wonderful Company, and Skadden. She holds a B.A. in Philosophy from the University of Michigan and a J.D. from UCLA School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Petco Health and Wellness (NASDAQ: WOOF) | Chief Legal and Human Resources Officer & Secretary; previously Chief Legal Officer & Corporate Secretary | CLO & Secretary: Sep 2020–Jan 2022; CHRO & Secretary: Jan 2022–Nov 2023 | Oversight of legal/regulatory and HR functions at a public company |
| Boardriders (formerly Quiksilver) | Global General Counsel & Chief Human Resources Officer | 2016–Sep 2020 | Legal and HR leadership in apparel/lifestyle; industry experience relevant to AKA |
| True Religion Apparel | Chief Legal Officer & SVP Talent Operations and Performance | Prior to 2017 (company filed Chapter 11 in July 2017) | Turnaround/insolvency exposure; legal leadership in apparel |
| Red Bull North America | General Counsel | Not specified | Consumer brand legal leadership |
| The Wonderful Company | Deputy General Counsel | Not specified | Diversified consumer/agribusiness legal experience |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney (career start) | Not specified | Top-tier legal training |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Chipotle Mexican Grill (NYSE: CMG) | Chief Human Resources Officer | Current | Senior officer role at a public company; not disclosed as a directorship |
Board Governance
- Independence: The Board determined Ilene Eskenazi is independent under NYSE standards; AKA is a “controlled company” (Summit controls a majority), and the company relies on the exemption for Nominating Committee composition, which may result in fewer independent directors and non‑independent composition on some committees .
- Committee assignments (as of April 15, 2025): Compensation Committee member; not a chair. Audit and Nominating memberships are not indicated for Eskenazi .
- Attendance and engagement: In 2024, the Board held 9 meetings; Audit, Compensation, and Nominating Committees held 4, 6, and 4, respectively. Each director attended at least 75% of meetings and all eight current directors attended the 2024 annual meeting. Independent directors meet in executive session; the Board Chair presides .
- Term and nominations: Class I nominee for election to a term expiring at the 2028 annual meeting; director since 2021 .
Committee Assignments (Director-specific)
| Committee | Member | Chair |
|---|---|---|
| Audit | No | No |
| Compensation | Yes | No |
| Nominating & Corporate Governance | No | No |
Fixed Compensation
| Year | Cash Fees ($) | Structure (Annual) | Notes |
|---|---|---|---|
| 2024 | 60,016 | $50,000 retainer; +$10,000 for Compensation Committee membership | Cash fee figure reflects retainer + committee fee, including proration/administrative rounding |
Non-Employee Director Compensation Structure (Policy)
| Component | Amount ($) | Vesting/Terms |
|---|---|---|
| Annual cash retainer | 50,000 | Paid monthly; prorated for partial year |
| Board Chair/Lead Director fee | 20,000 | Additional cash |
| Audit Committee membership | 15,000 | Additional cash |
| Compensation Committee membership | 10,000 | Additional cash |
| Nominating Committee membership | 7,500 | Additional cash |
Performance Compensation
| Year | Equity Type | Grant Policy Value ($) | Actual 2024 Grant Date Fair Value ($) | Vesting | Options |
|---|---|---|---|---|---|
| 2024 | RSUs | 100,000 | 86,165 | One-year vesting | Company does not regularly make option awards to directors |
Performance Metrics Table (Director Compensation)
| Metric Type | Details |
|---|---|
| Financial/operational metrics | None disclosed for director equity; RSUs are time-based (no revenue/EBITDA/TSR metrics) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | Not disclosed (biography lists executive roles; no other board seats noted) |
| Compensation Committee interlocks | None; committee members were not officers/employees of AKA, and no reciprocal board/committee interlocks disclosed for 2024 |
Expertise & Qualifications
- Legal and regulatory expertise with deep apparel/footwear/accessories industry experience; HR leadership across multiple consumer brands and retailers .
- Education: B.A. in Philosophy (University of Michigan); J.D. (UCLA School of Law) .
- Board qualifications: Skillset aligned to governance, legal oversight, talent strategy, and retail/eCommerce domains cited by Board as desired attributes .
Equity Ownership
| As of | Beneficial Shares | % of Outstanding | Vested RSUs | Unvested RSUs | Pledging/Hedging |
|---|---|---|---|---|---|
| Apr 15, 2025 / Dec 31, 2024 | 9,523 | <1% | 9,523 | 5,426 | None disclosed in proxy; Audit Committee reviews related-party transactions |
Governance Assessment
- Alignment: Cash/equity mix standard for non-employee directors with one-year RSUs; committee membership fee supports engagement on pay policy oversight. No performance-conditioned equity for directors—time-based RSUs only—typical for governance independence while limiting short-term incentives .
- Independence and controlled company risk: Eskenazi is independent under NYSE rules; however, AKA is a “controlled company” relying on exemptions (notably for Nominating Committee composition), which may reduce independent majority and committee independence—this weakens conventional governance protections versus non-controlled peers .
- Attendance and engagement: Board and committee attendance thresholds met (≥75%); full attendance at annual meeting underscores baseline engagement .
- Compensation Committee role: Member (not chair) alongside independent directors; no disclosed consultant conflicts or interlocks—reduces pay-setting conflict risk .
- Ownership and skin-in-the-game: Beneficial ownership is <1% with modest RSU balances; no pledging disclosed. Absence of director-specific ownership guidelines in the proxy limits formal alignment benchmarking .
- Related-party and conflicts: No director-specific related-party transactions disclosed; Audit Committee oversees such matters, mitigating conflict risks in policy .
RED FLAGS
- Controlled company exemptions: Reliance on NYSE controlled company exceptions (e.g., non‑independent Nominating Committee) may weaken board independence and investor protections .
- Section 16 timeliness: One late Form 4 for Ilene Eskenazi (June 2024) related to RSU grant reporting—minor compliance lapse to monitor .
2024 Director Compensation (Detail for Eskenazi)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 60,016 |
| Stock Awards (RSUs) | 86,165 (grant date fair value) |
| Total | 146,181 |
Beneficial Ownership Snapshot (Apr 15, 2025)
| Holder | Shares | % |
|---|---|---|
| Ilene Eskenazi | 9,523 | <1% |