Jan E. Singer
About Jan E. Singer
Independent director since 2022 (age 61). Former CEO of J.Crew (during its prepackaged Chapter 11 and emergence) and Victoria’s Secret Lingerie; prior CEO of Spanx and senior leadership roles at Nike. Core credentials span global consumer retail leadership, product creation and sourcing, merchandising, brand development, and strategic growth planning; previous public-company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.Crew | Chief Executive Officer | Feb 2020–Dec 2020 | Led prepackaged Chapter 11; company emerged Sept 2020 |
| Victoria’s Secret Lingerie | Chief Executive Officer | 2016–2019 | Retail leadership in complex operating structures |
| Spanx, Inc. | Chief Executive Officer | 2014–2016 | Product and brand growth leadership |
| Nike, Inc. | Corporate VP Global Apparel; Corporate VP Global Footwear | 2010–2014; 2004–2010 | Product creation, sourcing, manufacturing, innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acushnet Holdings Corp. (NYSE: GOLF) | Director | Since 2021 | Current public company board |
| Kate Spade & Company | Director | 2015–2017 | Former public company board |
| Supernova Partners Acquisition Company III, Ltd. | Director | 2021–2023 | Former SPAC board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE rules (one of six independent directors) |
| Committees | Compensation Committee (Chair); Corporate Governance & Nominating Committee (Member) |
| Committee Meetings FY25 | Compensation: 6; Corporate Governance & Nominating: 5; Audit: 9; Executive: Did not meet |
| Board Meetings FY25 | Five regular meetings held |
| Attendance | All current directors attended ≥89% of aggregate Board/committee meetings; all attended 2024 annual meeting |
| Controlled Company | BF-A is a “controlled company”; Board voluntarily maintains majority independents and fully independent Compensation Committee |
| Independent Sessions | At least one executive session of independent directors in FY25 |
| Compensation Consultant | Willis Towers Watson advises the Compensation Committee; Committee assessed independence; no conflict (fees: $253,067 to Committee; $2,821,580 other Company services) |
Fixed Compensation
| Component (FY25) | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $137,500 | Includes Board retainer (cash portion), committee chair/member retainers, meeting fees if above thresholds |
| DSU Awards (Equity) | $155,000 | Granted July 25, 2024; DSUs valued at Class A closing price $45.99 on grant date |
| Total Director Compensation | $292,500 | Sum of cash and DSU awards; no “All Other Compensation” for Singer |
| Standard Board Retainer (structure) | $235,000 total ($80,000 cash; $155,000 equity) | Structure applicable to non-employee directors |
| Committee Chair Retainer | $20,000 | Per chair role (excl. Executive Committee) |
| Committee Member Retainers | Compensation: $20,000; Corp Gov & Nom: $20,000 | Paid in six installments |
| Meeting Fees (structure) | Board: $5,000 per meeting (>$ thresholds); Audit/Comp/CGN: $2,500 per meeting | Paid only above meeting-count thresholds |
Performance Compensation
Directors are not paid based on operating or market performance; equity is in DSUs that vest over the Board Year (no performance conditions). The company’s performance-based metrics apply to executives, not directors .
| Performance Metric | Weight | Threshold | Target | Maximum | Applicable to Directors? |
|---|---|---|---|---|---|
| Underlying Net Sales Growth (annual) | n/a | n/a | n/a | n/a | No |
| Underlying Operating Income Growth (annual) | n/a | n/a | n/a | n/a | No |
| TSR/Adjusted Operating Income (3-year, relative) | n/a | n/a | n/a | n/a | No |
Other Directorships & Interlocks
| Company | Sector Relationship to BF-A | Potential Interlock |
|---|---|---|
| Acushnet (GOLF) | Golf equipment; no disclosed supplier/customer overlap | None disclosed in proxy |
| Kate Spade & Co. | Apparel/accessories; no disclosed overlap | None disclosed in proxy |
| Supernova Partners III | SPAC; no disclosed overlap | None disclosed in proxy |
Expertise & Qualifications
- Executive leadership of global consumer brands and complex retail operations; functional depth in product creation, sourcing/manufacturing, merchandising, planning/allocation, marketing, brand development, strategic growth .
- Experience leading operations, sustainability, legal, HR; strategic talent and organizational development; prior independent director roles .
Equity Ownership
| Item | Quantity | Notes |
|---|---|---|
| Class A Shares (beneficially owned) | 0 | As of Apr 30, 2025 |
| Class B Shares (beneficially owned) | 0 | As of Apr 30, 2025 |
| DSUs Outstanding (Class A) | 8,872 | As of Apr 30, 2025 (DSUs not included in beneficial ownership main table) |
| Ownership as % of Outstanding | <1% | Denoted “*” in ownership table for Singer |
| Director Ownership Guidelines | 5x annual Board retainer ($1,175,000); DSUs count toward compliance | Company policy; individual compliance status not disclosed |
| DSU Settlement | 6 months post-departure; lump sum or 10 annual installments; dividend equivalents accrue to DSUs | Program terms |
| Hedging/Derivatives/Short Sales | Prohibited for directors under Insider Trading Policy | Alignment safeguard |
Governance Assessment
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Strengths:
- Independent director; chairs Compensation Committee and serves on Corporate Governance & Nominating—positions central to pay-for-performance oversight, succession, and governance policies .
- Committee uses an independent consultant with assessed independence and no conflicts; controlled-company status but voluntary majority-independent board and fully independent Compensation Committee .
- Engagement indicators: Board held five meetings; Compensation (6) and CG&N (5); all directors ≥89% attendance, with independent executive sessions held .
- Director equity paid via DSUs with dividends and post-service settlement; robust director ownership guideline (5x retainer) enhances alignment .
-
Watch items / potential red flags:
- Prior CEO role during J.Crew’s Chapter 11 (filed May 2020; emerged Sept 2020)—not a current proceeding at BF-A but relevant background for risk screening .
- Controlled-company governance reduces certain independence requirements (nominating committee not fully independent); mitigated by BF-A’s voluntary practices but still notable for investors .
RED FLAGS
- Prior bankruptcy involvement (J.Crew) during Singer’s CEO tenure—contextual risk factor for governance and track record assessment .
- Controlled-company status with non-fully independent nominating committee (balanced by majority independents and independent Compensation Committee) .