Richard Johnson
BUILD-A-BEAR WORKSHOPAbout Richard Johnson
Richard Johnson, 67, was appointed to Build-A-Bear Workshop’s Board on March 5, 2025 and is an independent director who qualifies as an “audit committee financial expert” under SEC rules. He is the former CEO and President of Foot Locker (Dec 2014–Sep 2022) and served as Executive Chairman until January 2023; earlier roles include transportation economics manager at Graebel Van Lines and systems engineer at Electronic Data Systems. He holds a B.A. in Business Administration and Accountancy from the University of Wisconsin–Eau Claire. The Board has determined he is independent under NYSE standards and the Company’s guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foot Locker, Inc. | CEO and President; Chairman; Executive Chairman | CEO/President: Dec 2014–Sep 2022; Chairman: May 2016–Jan 2023; Executive Chairman through Jan 2023 | Led global retail operations; developed leadership, financial management, and ERM expertise; qualifies as audit committee financial expert |
| Graebel Van Lines, Inc. | Transportation Economics Manager | Earlier in career | Operations and logistics experience |
| Electronic Data Systems | Systems Engineer | Earlier in career | Technology and systems background |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| H&R Block, Inc. | Director | Current | Public company directorship |
| Graebel Companies, Inc. | Director | Current | Private company directorship |
| Retail Industry Leaders Association | Chairman (prior) | Prior | Industry leadership role |
| Footwear Distributors & Retailers of America | Director (prior) | Prior | Industry association board |
| University of Wisconsin–Eau Claire | Chancellor’s National Leadership Council | Current | Advisory role |
| Save the Children / Head Start Board | Trustee / Representative (prior) | Prior | Non-profit governance |
Board Governance
- Committee assignments:
- Audit Committee member (committee held 7 meetings in fiscal 2024; Chair: George Carrara). Johnson is designated an “audit committee financial expert.”
- Nominating & Corporate Governance Committee member (committee held 5 meetings in fiscal 2024; Chair: Robert Dixon).
- Not currently a committee chair; Compensation & Human Capital Committee members are Carrara, Iyengar, Leavitt (Chair), Rotenberg (Johnson not a member).
- Independence: Board determined Johnson and all non-management directors are independent under NYSE Section 303A and Company guidelines; Johnson also meets heightened Audit Committee independence requirements.
- Board/committee attendance: The Board met 7 times in fiscal 2024 and all directors then serving attended all Board and committee meetings; Johnson joined March 2025 (post-fiscal 2024).
- Board leadership: Separate Non-Executive Chairman (Craig Leavitt) and CEO roles; independent director executive sessions before/after each regular Board meeting.
Fixed Compensation
Director compensation structure (independent directors):
| Compensation Element | Amount |
|---|---|
| Annual Board cash retainer | $50,000 |
| Annual restricted stock award value | $90,000 (granted at Annual Meeting; vest one year later) |
| 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:
- Grants are made on the date of the Annual Meeting and the number of shares is prorated if a director joins during the year; dividends on unvested director restricted stock are credited and paid only upon vesting.
- Johnson was appointed March 5, 2025; his 2025 equity award, if granted, would follow the policy above (the proxy does not disclose his specific 2025 grant details).
Performance Compensation
- No performance-based pay disclosed for directors; equity compensation is time-based restricted stock with one-year vesting from grant (Annual Meeting to the next year). Dividends on unvested shares are credited and paid upon vesting; unvested shares carry voting rights.
| Director Equity Feature | Terms |
|---|---|
| Instrument | Time-based restricted stock (directors) |
| Grant timing | Annual Meeting date |
| Vesting | Vests in full one year after grant, subject to continued service |
| Dividends/Voting | Dividends credited and paid on vesting; voting rights on unvested shares |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict With BBW |
|---|---|---|
| H&R Block, Inc. | Public | None disclosed by BBW; Board affirmed Johnson’s independence and no relationships interfering with independent judgment. |
| Graebel Companies, Inc. | Private | None disclosed by BBW; Board affirmed independence. |
- Related-party transactions: BBW’s policy requires pre-approval; no transactions involving Johnson are disclosed; independence review considered Item 404(a) and found no impairing relationships.
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; financially literate.
- Retail and operations: Deep experience in global brick-and-mortar and digital retail operations from Foot Locker leadership roles.
- Leadership and ERM: Significant leadership, financial management, and enterprise risk management experience.
Equity Ownership
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| Richard Johnson | 605 shares (restricted) | Less than 1% of shares outstanding; no shares pledged; footnote specifies restricted shares. |
| Shares outstanding (record date 4/16/2025) | 13,205,991 | For context; no cumulative voting. |
Ownership alignment:
- Director stock ownership guideline: Non-management directors must own BBW stock equal to 5x the annual cash retainer within three years of election/appointment; sales restricted until guideline met. Johnson will have 3 years from his appointment to comply.
Say-on-Pay & Shareholder Feedback; 2025 Director Election Results
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Richard Johnson (Class III director, term to 2028) | 8,389,249 | 97,891 | 140,932 | 2,004,375 |
| Elect Craig Leavitt (Class III) | 7,662,877 | 822,274 | 142,921 | 2,004,375 |
| Ratify E&Y as auditor (FY2025) | 10,410,350 | 78,806 | 143,291 | — |
| Advisory vote on executive compensation (Say-on-Pay) | 7,536,532 | 780,012 | 311,528 | 2,004,375 |
Additional 2024 context:
- 2024 say-on-pay support: ~92% of votes cast supported executive compensation (Company disclosure).
Governance Assessment
- Strengths for investor confidence:
- Independence and financial expertise: Johnson is independent and designated as an audit committee financial expert; serves on Audit and Nominating & Governance committees.
- Strong shareholder support: Johnson received 8.39M “For” votes vs 97,891 “Against” in 2025 director election; say-on-pay also passed in 2025 and had 92% support in 2024.
- Alignment policies: Robust director stock ownership guideline (5x retainer within 3 years), anti-hedging and anti-pledging policy for directors.
- No related-party concerns disclosed: Board’s annual independence review and related-party transaction controls; no pledging by directors.
- Potential watch items:
- New appointee: Joined March 2025; monitor director equity ownership progression to meet guideline within 3 years and committee participation depth over first full year.
- Red flags: None disclosed related to attendance, related-party transactions, hedging/pledging, or say-on-pay outcomes.