George Carrara
BUILD-A-BEAR WORKSHOPAbout George Carrara
Independent director; age 56; appointed July 26, 2019; Class II director with term expiring in 2027. Former President & COO and earlier CFO/COO of Kate Spade & Company; extensive finance and operations background including Tommy Hilfiger and Mirage Apparel; CPA; BS Economics from Wharton; designated an “audit committee financial expert.” Independent under NYSE 303A; service characterized by full meeting attendance in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kate Spade & Company | President & COO | Feb 2014–Dec 2017 | Oversaw strategy, business development, IR, supply chain, e-commerce, finance, global ops, IT; led sale to Coach, Inc. |
| Kate Spade & Company | CFO & COO | Apr 2012–Feb 2014 | Financial planning, treasury, logistics, accounting; transformation management |
| Tommy Hilfiger North America | COO | 2006–2011 | Senior operations leadership through sale of company |
| Tommy Hilfiger North America | EVP U.S. Ops – Wholesale & Retail | 2004–2005 | U.S. operational leadership |
| Tommy Hilfiger North America | COO & CFO (Wholesale) | 2003–2004 | Finance/operations for wholesale divisions |
| Tommy Hilfiger North America | CFO (various wholesale divisions) | 1999–2003 | Divisional finance leadership |
| Mirage Apparel Group | CFO & COO | Prior to 1999 | Senior finance/ops role |
| Price Waterhouse | Entrepreneurial Services & Consumer Product Groups | Career start | CPA track; foundational accounting experience |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| k4 Partners LLC | Co-founder | Early 2024–present | Formed to identify, acquire, and scale a fashion brand; due diligence underway on targets |
| Zliide Technologies ApS | Advisory Board Member | Summer 2022–Spring 2024 | Retail self-checkout and omni-inventory systems (private) |
| Stigmi Learning | Strategic Advisor | Recently (start-up phase) | On-demand secondary school tutoring platform (private) |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation and Human Capital Committee. Audit Committee held seven meetings in fiscal 2024; Board met seven times, and all directors attended all Board and committee meetings.
- Independence and qualifications: Board determined Carrara is independent under NYSE 303A and corporate guidelines; he is financially literate and qualifies as an “audit committee financial expert.” Compensation Committee members (including Carrara) meet heightened independence requirements and are “non-employee directors” under SEC Rule 16b-3.
- Audit Committee remit: Oversees auditor independence/retention, financial statements, internal controls, critical accounting policies, non-GAAP disclosure use, major financial risk exposures including data privacy/cybersecurity; establishes complaint procedures; approves internal audit plan; conducts separate executive sessions with management, external auditors, and internal audit.
- Audit Committee report: Recommended inclusion of audited FY2024 financials in 10-K and selection of Ernst & Young LLP as FY2025 auditor following independence evaluation and PCAOB-required communications.
Fixed Compensation
- Board policy (FY2024): No meeting fees; annual cash retainer and time-based restricted stock; additional retainers for committee chairs and Non-Executive Chairman.
| Compensation Element | Amount ($) |
|---|---|
| Board Cash Retainer | $50,000 |
| Restricted Stock Award Value | $90,000 |
| Audit Committee Chair Cash Retainer | $20,000 |
| Compensation & Human Capital Committee Chair Cash Retainer | $14,000 |
| Nominating & Corporate Governance Committee Chair Cash Retainer | $12,000 |
| Additional Non-Executive Chairman Cash Retainer | $25,000 |
| Additional Non-Executive Chairman Restricted Stock Award Value | $30,000 |
- Director ownership guideline: Non-management directors must hold 5× annual cash retainer within 3 years; all directors were in compliance during fiscal 2024.
| George Carrara – FY2024 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | $50,000 board retainer + $20,000 audit chair retainer |
| Stock Awards (Grant Date Fair Value) | $90,000 | 3,448 restricted shares granted June 2024; vest June 13, 2025 |
| All Other Compensation (Dividends) | $2,906 | Dividends credited; paid upon vesting of underlying shares |
| Total | $162,906 | Aggregate compensation FY2024 |
- Mix signal: Equity comprised ~$90k vs ~$70k cash (excluding dividends), emphasizing alignment via annual restricted stock; no meeting fees.
Performance Compensation
- Directors receive time-based restricted stock; no performance-based metrics are used for director pay. Grants are made at the Annual Meeting and vest one year later; dividends on unvested shares are payable only upon vesting.
| Director Equity Grant Terms | Shares | Vesting | Performance Metrics |
|---|---|---|---|
| FY2024 Annual Restricted Stock (Carrara) | 3,448 | Vests June 13, 2025 | None; time-based only |
Other Directorships & Interlocks
| Category | Company | Role | Tenure | Notes |
|---|---|---|---|---|
| Current public company boards | None disclosed | — | — | Biography lists public boards if any; none for Carrara in past 5 years |
| Prior public company boards (past 5 years) | None disclosed | — | — | Not listed in biography |
| Compensation Committee Interlocks | None | — | FY2024 | No relationships requiring Item 404(a) disclosure; no cross-comp committee/board employment interlocks |
Expertise & Qualifications
- Financial and accounting expertise (CPA; audit committee financial expert designation); deep operating leadership across finance, supply chain, e-commerce, and global operations; transformation and value creation track record.
- Consumer/retail domain experience including digital and store operations; investor relations, international expansion, strategic planning.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| George Carrara | 18,421 | <1% |
| Additional Detail | Amount |
|---|---|
| FY2024 Director Restricted Shares Outstanding (as of Feb 1, 2025) | 3,448 (part of annual grant) |
- Table methodology: Beneficial ownership counts include time-based restricted stock and shares acquirable within 60 days upon vesting of earned performance-based restricted stock (general table methodology).
- Ownership guidelines compliance: All directors were in compliance with stock ownership requirements in fiscal 2024.
- Hedging/pledging: Company policy prohibits hedging, short sales, derivatives, holding in margin accounts, or pledging Company securities.
Governance Assessment
- Board effectiveness: Carrara chairs an active Audit Committee (7 meetings in 2024) with broad oversight of financial reporting, controls, and cyber/data privacy risks; he is designated an audit committee financial expert, enhancing audit quality and investor confidence.
- Independence and engagement: Explicit NYSE 303A independence determination; full attendance at Board and committee meetings in 2024 signals strong engagement.
- Pay structure alignment: Director compensation balances cash retainer with one-year time-based equity; no meeting fees; director equity grants are straightforward, vest quickly, and reinforce ownership without excessive risk.
- Shareholder signals: Say-on-pay support ~92% in 2024 suggests investor confidence in compensation governance; continuing stockholder engagement led by Non-Executive Chairman.
- Risk controls: Clawback policy adopted Nov 2023 per SEC Rule 10D-1 and NYSE; anti-hedging/pledging policy; no stock option grants since 2018; payout caps; no tax gross-ups; double-trigger change-in-control vesting only upon termination—generally shareholder-friendly practices.
RED FLAGS
- Related-party transactions: None disclosed for Compensation Committee members; Board’s independence review found no relationships impairing independent judgment.
- Pledging/hedging: Prohibited by policy; no exceptions disclosed.
- Attendance: No issues—100% Board and committee attendance in fiscal 2024.
- Interlocks: None—no cross-compensation committee/board employment interlocks.
Monitoring considerations
- External ventures: k4 Partners LLC aims to acquire a fashion brand; maintain oversight for any prospective transactions involving BBW or overlapping counterparties; current proxy reflects no related-party transactions.
- Committee composition: With Board size reducing to six following Dixon’s retirement at the 2025 Annual Meeting, monitor Audit Committee membership continuity and expertise coverage.