Danielle Lee
Bath & Body WorksAbout Danielle Lee
Danielle M. Lee, age 49, has served on the Bath & Body Works, Inc. Board since 2021 and is an independent director under NYSE standards, with a tenure of ~4.1 years as of the 2025 proxy . She sits on the Human Capital & Compensation and Nominating & Governance Committees and brings deep experience in brand-building, product innovation and strategic marketing across technology, media and entertainment; she holds a B.A. and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Music Group Corp. | President, Warner Music Artist & Fan Experiences | Jun 2021 – Jun 2023 | Led in-house creative agency for roster and third-party artists; drove brand and fan engagement |
| National Basketball Association | Chief Fan Officer | Mar 2020 – May 2021 | Oversaw global brand, creative and multiplatform fan marketing; elevated cultural connection and engagement |
| Spotify Technology S.A. | Global VP, Partner Solutions | Mar 2016 – Mar 2020 | Developed go-to-market strategy; grew global revenue across music, podcasts, digital experiences |
| Vevo LLC | Global VP, Commercial Marketing | Prior to Spotify | Commercial marketing leadership (global) |
| AT&T Inc. (AdWorks) | VP, Product Marketing & Innovation | Prior role | Product marketing and innovation for advertising technology |
| Showtime Networks Inc. | Various roles | Early career | Media/entertainment foundations |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Applause App Quality, Inc. | Director | Private company (Vista Equity portfolio) | Digital testing company; governance experience (non-public) |
Board Governance
- Independence: Independent director per NYSE standards (9 of 10 nominees independent) .
- Committees (2024): Human Capital & Compensation (member); Nominating & Governance (member). Committee chairs: HCC—Francis Hondal; NGC—Alessandro Bogliolo (Lee not a chair) .
- Board/Committee Meeting Cadence and Attendance (2024): Board held 6 meetings; HCC held 7; NGC held 4; Audit held 8; all directors attended ≥75% of meetings of Board and their committees .
- Executive Sessions: Independent directors meet in executive session at every regular Board meeting .
- Leadership Structure: Separate independent Board Chair and CEO; no Lead Independent Director needed given independent Chair .
- Overboarding Policy: Max 4 public boards (or 2 if an executive at another public company) .
- Election Support (2025 AGM): Votes for Danielle M. Lee—For 177,294,456; Against 1,547,087; Abstain 362,937; Broker non-votes 10,429,847 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (directors) | $100,000 | Standard, excluding Board Chair |
| Committee membership fees | $25,000 (Audit, HCC); $20,000 (NGC) | Per committee membership |
| Committee chair fees | $25,000 (Audit, HCC); $20,000 (NGC) | Additional for chair roles |
| Annual equity retainer (directors) | $150,000 | Granted as RSUs; vests one year post-grant |
Director-specific 2024 compensation for Danielle Lee:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Danielle Lee | $145,000 | $147,033 | $292,033 |
- Vesting: Director equity retainers (RSUs) vest one year following grant, generally subject to continued Board service .
- Stock award valuation: ASC 718 grant-date fair value; number of RSUs based on FMV on grant date .
Performance Compensation
| Item | Status/Terms | Notes |
|---|---|---|
| Director PSUs/options | None disclosed | Director compensation is cash retainer + time-based RSUs; no performance metrics tied to director equity |
| RSU vesting | 1-year cliff vest | Annual stock retainer structure for directors |
No director-specific performance metric framework (TSR, margin, etc.) applies to non-employee director compensation; those metrics apply to NEO PSU programs, not directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Danielle Lee in BBWI proxy |
| Committee interlocks | No HCC Committee interlocks; no officer/director reciprocal compensation committee interlocks disclosed |
| Prior public company boards | Not listed for Lee in proxy biography |
Expertise & Qualifications
- Brand-building, product innovation, strategic marketing across technology, media and entertainment; leadership of creative and fan engagement organizations (Warner Music, NBA, Spotify) .
- Education: B.A. and M.B.A., Columbia University .
- Board skills matrix alignment: Technology, Marketing/Digital & Consumer Insights, Governance, Global/International among highlighted Board skills; Board nominees collectively cover these areas (mix shown in proxy) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Danielle Lee | 8,726 | <1% | Beneficial ownership as of Apr 8, 2025 |
- Director Stock Ownership Guidelines: Independent directors must own Company common stock equal to 6x annual cash retainer by October 2028; Company states all directors are either in compliance or on track .
- Pledging/Hedging: Hedging prohibited; pledging requires advance approval; none of Company stock held by NEOs or Board members is pledged .
- Insider Trading Policy: Applies to directors; designed to promote compliance with laws and listing standards .
Governance Assessment
- Committee roles and engagement: Active membership on HCC and NGC suggests involvement in executive pay oversight, succession/refreshment, governance policy review, and sustainability oversight—key drivers of investor confidence .
- Independence and attendance: Independent per NYSE; attendance ≥75% and regular executive sessions support robust oversight .
- Compensation alignment: Director pay structure is standard (cash + time-based RSUs) with prudent vesting; no options/PSUs for directors reduces misalignment risk .
- Ownership alignment: 6x retainer guideline with on-track compliance; no pledging; hedging prohibition—positive alignment signals .
- Shareholder feedback signals: Say-on-pay support at 2025 AGM was 98.77% of votes cast—indicates broad support for compensation governance .
- Related-party risk: No related person transactions disclosed for fiscal 2024—low conflict signal .
- Structural safeguards: Independent Chair; committees 100% independent; majority voting with resignation policy; proxy access; special meeting rights; no poison pill .
RED FLAGS
- None disclosed regarding related-party transactions, pledging, or attendance. Ongoing monitoring of time commitments is prudent, but no overboarding risks are indicated and no other public boards are disclosed for Lee in the proxy .
Overall, Danielle Lee presents strong governance alignment: independent status, active committee membership on HCC and NGC, standard director pay structure without performance-linked equity, and compliance-oriented policies (clawbacks administered by HCC, hedging prohibition). These factors collectively support investor confidence in Board effectiveness and oversight quality .