J.K. Symancyk
Bath & Body WorksAbout J.K. Symancyk
J.K. Symancyk (age 53) is an independent director at Bath & Body Works (BBWI) since 2021 with approximately 3.9 years of board tenure as of the 2025 proxy. He serves on the Audit Committee and the Nominating & Governance Committee and has been determined independent under NYSE standards. Symancyk is a seasoned retail CEO with financial and operational expertise; he holds a B.A. from the University of Arkansas.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Signet Jewelers Limited | Chief Executive Officer and Director | Nov 2024–present | Public company CEO; retail leadership and capital allocation experience |
| PetSmart LLC | President, Chief Executive Officer, and Director | Jun 2018–Sep 2024 | Led large specialty retailer; operational and financial execution in omnichannel |
| Academy Sports and Outdoors, Inc. | Chief Executive Officer | Sep 2015–Jun 2018 | Operated complex retail footprint; supply chain and merchandising |
| Meijer; Walmart Stores | Increasing responsibility roles | Various (prior to 2015) | Broad retail operations background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Signet Jewelers Limited (NYSE: SIG) | CEO and Director | Nov 2024–present | Current public company directorship via management role |
| Chewy, Inc. (NYSE: CHWY) | Director | Jun 2018–Jul 2021 | Former public company board service |
| GameStop Corp. (NYSE: GME) | Director | Mar 2020–Jun 2021 | Former public company board service |
Board Governance
- Independence: The Board determined Symancyk is independent; nine of ten nominees are independent.
- Committee assignments: Audit Committee member; Nominating & Governance member; not a chair.
- Audit expertise: All Audit members, including Symancyk, qualify as “audit committee financial experts.”
- Attendance: Board met six times in FY2024; all then-current directors attended at least 75% of Board and committee meetings.
- Annual meeting attendance: All then-current Board members other than Ms. Bellinger and Mr. Morris attended the 2024 annual meeting; Symancyk was then-current.
- Committee activity (FY2024): Audit 8 meetings; Human Capital & Compensation (HCC) 7; Nominating & Governance (NGC) 4.
| Committee | Role | FY2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit | Member | 8 | Financial reporting, internal controls, ERM, cybersecurity/data security, auditor oversight; Audit members are “financial experts” |
| Nominating & Governance | Member | 4 | Board composition/refresh, evaluations, governance policies, sustainability oversight |
Fixed Compensation (Director Pay – FY2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for directors (excl. Chair) |
| Audit Committee membership fee | $25,000 | Member fee |
| Nominating & Governance membership fee | $20,000 | Member fee |
| Total cash fees (Symancyk) | $145,000 | Cash actually paid in FY2024 |
| Annual equity retainer (RSUs) | $150,000 | Time-vested; vests one year post-grant |
| Stock awards (grant-date fair value) | $147,033 | ASC 718 grant-date value |
| Total FY2024 compensation (director) | $292,033 | Cash + equity grant-date value |
Notes:
- Committee chair fees: Audit and HCC chair +$25,000; NGC chair +$20,000 (not applicable to Symancyk).
- RSU vesting: One year following grant, generally contingent on continued service.
Performance Compensation (Director)
| Performance Metric | Weight | Measurement Period | Payout Leverage | Status |
|---|---|---|---|---|
| None for directors (RSUs time-based; no options) | N/A | N/A | N/A | BBWI does not use performance-based equity or options for directors; annual RSU retainer vests time-based |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current external public board | Signet Jewelers Limited (as CEO/director) |
| Prior public boards | Chewy, Inc.; GameStop Corp. |
| Compensation peer group interlock | Signet Jewelers Limited (SIG) is in BBWI’s 2024/2025 Compensation Peer Group used for benchmarking executive compensation. Potential information-flow sensitivity; note Symancyk does not sit on BBWI’s HCC Committee. |
| HCC interlocks | Company discloses no HCC interlocks with other companies’ executives/boards in FY2024. |
Expertise & Qualifications
- Retail CEO with nearly 30 years managing complex retail organizations; strong operational and financial acumen.
- Audit Committee “financial expert” status evidences capital markets, accounting, and controls proficiency.
- Skills relevant to BBWI: governance, executive leadership, omnichannel retail, operations/supply chain; contributes to board risk oversight and strategic planning.
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Beneficial ownership (shares) | 8,394 shares of BBWI common stock |
| Shares outstanding (record date) | 213,007,116 shares (Apr 8, 2025) |
| Ownership as % of outstanding | ~0.0039% (8,394 ÷ 213,007,116) |
| Pledged shares | None; disclosure indicates no pledging by directors or NEOs; pledging requires pre-approval if ever done. |
| Hedging/short selling | Prohibited by insider trading policy. |
| Director ownership guidelines | 6x annual cash retainer by October 2028; all directors are in compliance or on track. |
Governance Assessment
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Strengths
- Independent director with audit committee financial expert designation; contributes to oversight of financial reporting, risk, and cybersecurity/data security.
- Solid engagement: Board and committee attendance above 75%; participated in a Board with robust evaluation and governance practices.
- Alignment: Director pay split roughly half cash/half equity; RSU retainer vests over one year; robust stock ownership guidelines and clawbacks across the company.
- Governance environment supportive: 2024 say‑on‑pay approval at 96.05% signals strong investor support for compensation governance.
-
Potential Risks/Red Flags
- Interlock sensitivity: Symancyk is CEO/director at Signet (SIG), which BBWI uses in its Compensation Peer Group—could raise perception risks around benchmarking and information flow. Mitigants: he is not on BBWI’s HCC Committee; HCC uses independent consultants and monitors conflicts.
- Overboarding threshold: BBWI policy caps executives at two public boards (including BBWI). As a sitting CEO/director of SIG and director at BBWI, he is at the policy limit—additional board seats would breach policy. Monitoring warranted, especially during peak retail calendar periods.
- Related-party exposure: Company reports no related-person transactions in FY2024.
- Equity alignment checks: No pledging; hedging prohibited—positive alignment signals.
Overall, Symancyk’s operational retail expertise and audit oversight credentials strengthen BBWI’s board effectiveness. The primary governance sensitivity is his concurrent CEO role at SIG (a compensation peer), which should continue to be mitigated by excluding him from HCC deliberations, maintaining strict information barriers, and ongoing disclosure of peer group selection and consultant independence.