Lesli Rotenberg
BUILD-A-BEAR WORKSHOPAbout Lesli Rotenberg
Lesli Rotenberg, 63, has served as an independent director of Build‑A‑Bear Workshop, Inc. since November 30, 2021. She is the former Chief Programming Executive & General Manager, Children’s Media & Education at PBS (2016–2021) and previously held senior leadership roles in children’s programming and marketing at PBS (2000–2016). She holds a B.S. in Journalism from Boston University and currently is founder and CEO of Unlock Inspiration, LLC, an executive coaching firm . The Board has determined she is independent under NYSE standards, and all directors— including Rotenberg—had perfect attendance across Board and committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBS | Chief Programming Executive & GM, Children’s Media & Education | Feb 2016–Jun 2021 | Led strategic direction for children’s media service; oversight of content and education initiatives |
| PBS | General Manager, Children’s Programming | 2005–2016 | Strategic programming leadership for children’s content |
| PBS | SVP, Marketing & Communications | 2000–2016 | Brand management, marketing, communications leadership |
| Discovery Communications | Senior management positions (The Discovery Channel, TLC, Animal Planet) | 10 years (dates not specified) | Strategic positioning to consumers, advertisers, affiliates, partners |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unlock Inspiration, LLC | Founder & CEO | Current | Leadership development and executive coaching |
Board Governance
- Current board class: Class I; term expires at the 2026 Annual Meeting .
- Independence: Independent under NYSE Section 303A; all non‑management directors are independent, including Rotenberg .
- Attendance: Board met 7 times in fiscal 2024; all directors attended all Board and applicable committee meetings; all directors attended the 2024 Annual Meeting and plan to attend 2025 .
- Executive sessions: Independent directors hold executive sessions before or after every regular Board meeting .
| Committee | Role | Chair? | Meetings (latest disclosed) |
|---|---|---|---|
| Compensation & Human Capital | Member | No (Chair: Craig Leavitt) | 7 meetings in fiscal 2023 |
| Nominating & Corporate Governance | Member | No (Chair: Robert Dixon) | 5 meetings in fiscal 2024 |
| Audit | Not a member | — | 7 meetings in fiscal 2024 |
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Equity Award Value ($) | Equity Award Shares | Vesting | Dividends Credited ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 (FY ended Feb 1, 2025) | 50,000 | 0 (not a chair) | 0 (no meeting fees paid) | 90,000 | 3,448 restricted shares | Vests in full on Jun 13, 2025 | 2,906 | 142,906 |
Director compensation program elements:
- Standard board cash retainer $50,000; annual restricted stock award valued at $90,000; no meeting fees; chair retainers only for chairs; non‑executive chairman receives additional $25,000 cash and $30,000 equity .
- Grants made at Annual Meeting; restricted stock vests one year later; unvested shares voteable; dividends paid only if shares vest .
Performance Compensation
Directors do not receive performance‑conditioned equity; independent director awards are time‑based restricted stock only . As signals of committee oversight quality, the Compensation & Human Capital Committee (of which Rotenberg is a member) uses explicit performance metrics for executives:
| Plan | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Impact |
|---|---|---|---|---|---|---|---|
| 2024 Bonus Plan | Consolidated EBITDA ($) | 65% | 76.8M | 80.8M | 86.8M | 81.1M | Contributed to 85.8% of Base Bonus Payout |
| 2024 Bonus Plan | Consolidated Total Revenues ($) | 35% | 485.0M | 515.0M | 540.0M | 496.4M | Contributed to 85.8% of Base Bonus Payout |
| 2022–2024 LTI | EBITDA CAGR (%) | 75% | 7% | 10% | 15% | 9.0% | 75% of target shares |
| 2022–2024 LTI | Total Revenue CAGR (%) | 25% | 3% | 6% | 10% | 6.5% | 111% of target shares |
| 2024–2026 LTI | Cumulative EBITDA & Revenues | 65%/35% | 25%–200% earnout schedule | Target earnout 100% | Max earnout 200% | In progress | Earned shares vest Apr 30, 2027 |
Additional governance safeguards overseen by the committee include clawback policy under Rule 10D‑1 (Nov 2023), anti‑hedging/anti‑pledging for directors/executives, no tax gross‑ups, and “double‑trigger” CoC vesting for LTI awards .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in past five years beyond BBW |
| Committee interlocks | None; no member of the Compensation & Human Capital Committee was an employee/officer, and no interlocks with other companies’ compensation committees were disclosed |
Expertise & Qualifications
- Entertainment content creation & distribution; children’s media strategy; digital content; brand management and marketing; strategic planning—skills directly relevant to BBW’s brand‑driven retail/entertainment model .
- Independent director status; experience with governance of programming and content quality; contributes to oversight of human capital and ESG matters via committee roles .
Equity Ownership
| As of Record Date | Total Beneficial Ownership (shares) | Common Shares | Restricted Shares (unvested) | Ownership as % of Outstanding | Shares Pledged |
|---|---|---|---|---|---|
| Apr 16, 2025 | 11,724 | 8,276 | 3,448 | ~0.089% (11,724 / 13,205,991 shares outstanding) | None; no director/NEO has pledged shares |
Stock ownership alignment:
- Director ownership guideline: 5x annual cash board retainer; all directors were in compliance in fiscal 2024 .
- Insider policy prohibits hedging and pledging for directors .
- Company has not granted stock options since 2018; director equity is restricted stock .
Governance Assessment
- Committee effectiveness: Rotenberg serves on both the Compensation & Human Capital Committee and the Nominating & Corporate Governance Committee—roles central to pay‑for‑performance integrity, succession/skills matrix, ESG oversight, and board refreshment . The compensation program shows disciplined metrics (EBITDA, revenue) with capped payouts and clawbacks, supporting investor confidence .
- Independence & engagement: Affirmed independent; perfect attendance; regular executive sessions of independent directors—positive signals for oversight quality .
- Director pay structure: Balanced cash/equity at approximately 50th percentile vs peers; time‑based equity enhances alignment while avoiding performance gaming for directors; no meeting fees; no tax gross‑ups .
- Ownership alignment: Meets guideline compliance; meaningful shareholding (including unvested RSUs); no hedging/pledging—aligns interests and reduces risk .
- Shareholder signals: Say‑on‑pay approval ~92% in 2024 reflects support for compensation oversight by the committee on which Rotenberg serves .
- Conflicts/related‑party exposure: The company maintains strict related‑party review procedures; the Board concluded independence for all non‑management directors; no pledging and no committee interlocks—low conflict risk .
RED FLAGS: None disclosed in the proxy related to Rotenberg. No hedging/pledging; no interlocks; independent status; full attendance; director pay lacks controversial features (e.g., meeting fees, gross‑ups) .