Craig Leavitt
BUILD-A-BEAR WORKSHOPAbout Craig Leavitt
Craig Leavitt, 64, is Build-A-Bear Workshop’s Non-Executive Chairman and an independent director appointed to the Board on January 4, 2018; he is a Class III director with a term expiring at the 2025 Annual Meeting and nominated to serve through 2028 . He previously served as CEO and Director of Kate Spade & Company (Feb 2014–Aug 2017) and CEO of Kate Spade New York (Oct 2010–Feb 2014); earlier roles include Co-President/COO of Kate Spade LLC, President of Global Retail at Link Theory Holdings, EVP Sales & Retail at Diesel S.p.A., and 16 years at Polo Ralph Lauren (EVP, Retail Concepts) . He holds a BA from Franklin & Marshall College and brings extensive experience in strategic planning, product development/innovation, marketing, store operations, and real estate, including public-company CEO tenure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kate Spade & Company | Chief Executive Officer & Director | Feb 2014 – Aug 2017 | Led the business through the period culminating in sale to Coach; public-company leadership . |
| Kate Spade New York (division of Fifth & Pacific) | Chief Executive Officer | Oct 2010 – Feb 2014 | Led brand operations and growth . |
| Kate Spade LLC | Co-President & Chief Operating Officer | Apr 2008 – Oct 2010 | Senior operating leadership . |
| Link Theory Holdings | President of Global Retail | Not disclosed | Full responsibility for merchandising, operations, planning, allocation, real estate . |
| Diesel S.p.A. | EVP Sales & Retail | Not disclosed | Senior commercial leadership . |
| Polo Ralph Lauren | Various roles (EVP, Retail Concepts) | ~16 years | Progressive leadership; retail concepts . |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| HDS Global | Director | Current | Grocery/general merchandise e-commerce delivery service . |
| Gildan Activewear, Inc. | Director | Until recently (prior) | Publicly traded apparel manufacturer . |
| Mattress Firm, Inc. | Director | Until recently (prior) | Omni-channel mattress retailer . |
| Crate & Barrel Holdings, Inc. | Director | Until recently (prior) | Home goods retailer . |
| NEST Fragrances, LLC | Director | Until recently (prior) | Home scents/body care . |
| Roundabout Theatre Company | Director | Prior | Major U.S. nonprofit theatre company . |
Board Governance
- Roles: Non-Executive Chairman; Chair, Compensation & Human Capital Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined all non-management directors, including Leavitt, are independent (NYSE §303A). All Audit and Compensation Committee members meet heightened independence standards; Audit members are financially literate (two are “financial experts”) .
- Responsibilities as Non-Executive Chairman: Presides at Board and independent director executive sessions; sets agendas with CEO; principal liaison between independent directors and management; participates in CEO succession planning; engages with stockholders as appropriate .
- Attendance: Board met 7 times in fiscal 2024; all directors attended all Board and committee meetings. Audit Committee held 7 meetings in fiscal 2024; Nominating & Corporate Governance held 5 meetings in fiscal 2024 .
- Say-on-Pay engagement: 92% support at the 2024 Annual Meeting; Non-Executive Chairman continued stockholder discussions across governance and compensation topics .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Director cash retainer . |
| Compensation Committee Chair Retainer | $14,000 | Additional cash for chair role . |
| Additional Non-Executive Chairman Cash Retainer | $25,000 | Cash retainer for Chairman role . |
| Annual Restricted Stock Award (Directors) | $90,000 | Granted at Annual Meeting; vests in 1 year . |
| Additional Restricted Stock Award (Non-Exec Chairman) | $30,000 | Equity retainer for Chairman role . |
Fiscal 2024 actual director compensation (Build-A-Bear FY ended Feb 1, 2025):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Craig Leavitt | 89,000 | 120,000 | 3,875 | 212,875 |
Grant detail: In June 2024, Leavitt received 4,598 restricted shares (grant date fair value $120,000), vesting in full on June 13, 2025; dividends on unvested shares accrue and are paid only upon vesting; unvested shares carry voting rights .
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-linked director pay | Not used; directors receive time-based restricted stock vesting after one year . |
| Options | Company has not granted stock options since 2018 . |
| Clawback oversight | Compensation & Human Capital Committee oversees clawback policy implementation and enforcement . |
No director performance metrics (e.g., TSR/EBITDA) are tied to director compensation; equity grants are time-based and not contingent on goals .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation committee interlocks | None; no relationships requiring Item 404(a) disclosure; no executive officers of BBW served on other boards that employed BBW committee members . |
| Related-party transactions | Board independence review considered Item 404(a); non-management directors (including Leavitt) determined independent; no relationships interfering with judgment . |
| Consultant independence | Meridian Compensation Partners serves as independent consultant to the committee; no other services; independence affirmed . |
Expertise & Qualifications
| Qualification | Detail |
|---|---|
| Strategic/operational expertise | Strategic planning, product development/innovation, marketing, store ops, real estate; public-company CEO perspective . |
| Governance | Non-Executive Chairman responsibilities include executive sessions, succession planning, stockholder communication . |
| Education | BA, Franklin & Marshall College . |
Equity Ownership
| Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Apr 16, 2025 (Proxy table) | 78,167 | <1.0% | Includes time-based restricted shares and shares acquirable within 60 days upon vesting; percent shown as “*” (<1%) in proxy . |
| Apr 17, 2024 (Prior proxy) | 76,069 | <1.0% | Prior-year reference . |
| Oct 7, 2025 (Form 4 after sales) | 61,667 common + 2,475 restricted | n/a | Post-transaction ownership reported on Form 4 . |
Stock ownership guidelines: Non-management directors must hold stock equal to 5× annual cash Board retainer; all directors were in compliance during fiscal 2024; directors have 3 years to reach minimums, and cannot sell if doing so would fall below guidelines; unearned performance awards do not count toward minimums .
Insider trading activity (2025):
| Trade Date | Form 4 Filed | Action | Shares | Price/Range | Post-Trade Holdings |
|---|---|---|---|---|---|
| Jun 12, 2025 | Jun 12, 2025 | Sale | 8,250 | $50.21 (weighted avg) | 72,392 direct . |
| Oct 1, 2025 | Oct 2, 2025 | Sale (Rule 10b5-1) | 4,250 | $63.08–$64.92 (weighted avgs by tranche) | 65,667 direct + 2,475 restricted . |
| Oct 6, 2025 | Oct 7, 2025 | Sale (Rule 10b5-1) | 4,000 | $59.86–$61.39 (weighted avg lines) | 61,667 direct + 2,475 restricted . |
Trades were executed under a Rule 10b5-1 plan adopted July 1, 2025, as indicated on Form 4 .
Governance Assessment
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Strengths
- Independent Non-Executive Chairman with clear responsibilities, frequent executive sessions, and direct stockholder communication channel; signals robust board oversight and engagement .
- Chairs Compensation & Human Capital Committee; uses independent consultant (Meridian) and maintains clawback/ownership policies; no consultant conflicts disclosed .
- Full attendance across Board and committee meetings in fiscal 2024; Board/Audit/NCG committees met regularly (7/7/5 meetings, respectively) .
- Director compensation designed at ~50th percentile versus peers; stable program; meaningful equity retainer paired with ownership guidelines fosters alignment .
-
Potential Risks/RED FLAGS
- Multiple insider sales in 2025; however, they were pursuant to a Rule 10b5-1 plan, and sizable post-trade holdings remained—mitigating concern about immediate misalignment .
- No current public-company external directorships disclosed beyond BBW; prior multi-board service suggests attention to potential overboarding, but current status appears limited (lower risk) .
- No related-party transactions or committee interlocks disclosed; independence reaffirmed—no identified conflicts .
Overall, Leavitt’s independence, chairmanship, and governance practices (clawback, ownership guidelines, stockholder engagement) support investor confidence; insider sales under a 10b5-1 plan warrant monitoring but do not present clear red flags given continued ownership and compliance with guidelines .