Narayan Iyengar
BUILD-A-BEAR WORKSHOPAbout Narayan Iyengar
Narayan Iyengar, age 50, is an independent Class I director of Build-A-Bear Workshop (BBW), appointed to the Board on November 30, 2021. His background spans digital transformation, technology, and omnichannel operations, with prior senior roles at DISH Network, Albertsons Companies, The Walt Disney Company, and McKinsey & Company; he holds an MBA from Columbia Business School and a Bachelor’s in Electronics & Communication Engineering from the University of Mysore. He is designated independent under NYSE rules and BBW’s Corporate Governance Guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DISH Network Corporation | Executive Vice President & Chief Operating Officer | Mar 2022 – Jun 2023 | Oversaw customer experience, in-home services, billing/credit, manufacturing & distribution; focus on digital transformation and accelerating strategic initiatives. |
| Albertsons Companies | Senior Vice President, Digital & E‑Commerce | 2017 – 2020 | Led digital transformation; launched e-commerce and omnichannel offerings; expanded loyalty program; enhanced digital experience. |
| The Walt Disney Company | Vice President, E‑Commerce & Digital Analytics | 2013 – 2017 | Led growth of e-commerce channels for theme parks, resorts, cruise lines, and guided adventures. |
| McKinsey & Company | Consultant | 2005 – 2013 | Served global clients on business technology and digital transformation topics. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held firms | Board/advisor/interim executive | Not disclosed | Served on boards, as advisor, and interim executive at multiple private firms (companies not named). |
Board Governance
- Independence: The Board determined Iyengar is independent; he serves on committees comprised solely of independent directors.
- Committee assignments (FY2024/FY2025):
- Audit Committee member (Chair: George Carrara; members: Carrara, Robert Dixon, Narayan Iyengar, Richard Johnson, Craig Leavitt). Audit held seven meetings in fiscal 2024.
- Compensation & Human Capital Committee member (Chair: Craig Leavitt; members: George Carrara, Narayan Iyengar, Lesli Rotenberg). In fiscal 2023, Compensation & Human Capital/Development held seven/six meetings respectively.
- Attendance: All directors attended all Board and committee meetings in fiscal 2024; Board met seven times. FY2023 attendance was >98%, with each director attending at least 90%.
- Board leadership and executive sessions: BBW separates Non-Executive Chairman (Craig Leavitt) from CEO; independent directors hold executive sessions before/after every regular Board meeting.
- ESG and risk oversight: Committees oversee financial, compensation/clawback, governance/ESG, data privacy, and cybersecurity risks; Audit receives regular briefings on cyber risk.
- No related-party transactions: Policies require pre-approval; no related-party transactions disclosed for directors.
Fixed Compensation
| Metric | FY2023 (year ended Feb 3, 2024) | FY2024 (year ended Feb 1, 2025) |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $50,000 | $50,000 |
| Stock Awards ($) | $90,000 | $90,000 |
| All Other Compensation ($) | $0 | $2,906 (dividends credited on restricted stock; paid upon vesting) |
| Total ($) | $140,000 | $142,906 |
Director Compensation Policy (elements and amounts):
| Compensation Element | Amount ($) |
|---|---|
| Board Cash Retainer | $50,000 |
| Restricted Stock Award Value (annual) | $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 |
Notes:
- No meeting fees; equity grants vest in one year; unvested shares carry voting rights; dividends on unvested shares payable only upon vest.
Performance Compensation
Directors do not receive performance-based equity or options; annual equity is time-based restricted stock that vests after one year.
Annual Director Equity Grants (Iyengar):
| Grant Date | Shares Granted | Grant-Date Fair Value | Vest Date |
|---|---|---|---|
| Jun 2023 (2023 Annual Meeting) | 4,186 shares | $90,000 (aggregate) | Jun 8, 2024 |
| Jun 2024 (2024 Annual Meeting) | 3,448 shares | $90,000 (aggregate) | Jun 13, 2025 |
Performance Metric Table (Directors):
| Metric | Weighting | Details |
|---|---|---|
| None (time-based only) | n/a | Annual director restricted stock vests one year post-grant; no performance conditions. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond BBW. |
| Committee positions at other public companies | None disclosed. |
| Interlocks (comp committee/board cross-service) | Compensation Committee disclosed no interlocks/insider participation in FY2024. |
| Related-party transactions | None disclosed; strict pre-approval policies in place. |
Expertise & Qualifications
- Digital/e-commerce and omnichannel transformation leadership across DISH, Albertsons, Disney, and McKinsey; provides insights on sales, marketing, and operations.
- Audit Committee member; Board determined all Audit members are financially literate; Committee includes two “audit committee financial experts” (Carrara and Johnson).
- Independence under NYSE standards and BBW guidelines.
- Education: MBA, Columbia Business School; Bachelor’s in Electronics & Communication Engineering, University of Mysore.
Equity Ownership
| Metric | As of Apr 17, 2024 | As of Apr 16, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 10,749 | 14,197 |
| Ownership as % of shares outstanding | <1.0% (*) | <1.0% (*) |
| Common shares | 6,563 | 10,749 |
| Restricted shares (unvested) | 4,186 | 3,448 |
| Shares pledged as collateral | None (policy prohibits pledging; no pledged shares for any director/officer) | |
| Director stock ownership guideline | 5x annual cash Board retainer; compliance confirmed for FY2024 | |
| Anti-hedging/anti-pledging | Insider Trading Policy prohibits hedging, short sales, and pledging/margin accounts for directors/officers. |
(*) Company discloses “Less than 1.0%” for individual director ownership.
Governance Assessment
- Effectiveness: Iyengar enhances Board oversight through Audit and Compensation committee service, bringing deep digital and operations expertise aligned with BBW’s omnichannel growth. Attendance and engagement are strong (100% in FY2024; Board met seven times).
- Alignment: Director pay mix balances cash ($50k) with equity ($90k) that vests after one year; no meeting fees; dividends on restricted stock payable only upon vest—supporting pay alignment without excessive guarantees.
- Independence & conflicts: Independent under NYSE; no related-party transactions or compensation interlocks; strict conflict and insider trading policies.
- Ownership & policies: Complies with 5x retainer ownership guideline; no pledging; anti-hedging in place; directors must hold until guideline met.
- Investor signals: Say-on-pay support shows strong investor confidence (≈99% in 2023; ≈92% in 2024), with an independent consultant (Meridian) used for compensation benchmarking.
RED FLAGS
- None disclosed: No related-party transactions; no hedging/pledging; no attendance shortfalls; no director-specific pay anomalies.
Positive Signals
- Independent oversight on key committees; robust attendance; disciplined director compensation structure with equity; strong shareholder support on say-on-pay; formal clawback policy and anti-hedging/pledging standards.
Overall, Narayan Iyengar’s committee roles, independence, and digital/operational expertise support Board effectiveness with minimal conflict risk, aligning with investor confidence metrics and governance best practices.