Lily Yan Hughes
About Lily Yan Hughes
Independent director of Allbirds, appointed October 31, 2025; serves as Class I director with term through the 2028 annual meeting. Background spans senior legal, governance, and corporate secretary roles at Arrow Electronics and Public Storage; previously VP, Associate General Counsel (Corporate M&A & Finance) at Ingram Micro, partner at Manatt; currently Assistant Dean at Syracuse University College of Law. Education: B.A. and J.D. from the University of California, Berkeley. Core credentials: capital markets, governance, technology, distribution, real estate, and board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Electronics, Inc. | Senior Vice President, Chief Legal Officer & Corporate Secretary | Not disclosed | Led global governance, capital markets legal |
| Public Storage | Senior Vice President, Chief Legal Officer & Corporate Secretary | Not disclosed | Corporate governance oversight |
| Ingram Micro, Inc. | VP, Associate General Counsel – Corporate M&A & Finance | Not disclosed | M&A execution, finance legal |
| Manatt, Phelps & Phillips | Corporate & Securities Partner | Not disclosed | Capital markets, corporate law |
| Syracuse University College of Law | Assistant Dean | Current | Academic leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DirectWomen | Board member; Chair | Since 2021 | Board leadership; governance advocacy |
| Association of Corporate Counsel | Board position (prior) | Not disclosed | Industry governance experience |
| NUBURU, Inc. | Director (prior) | Not disclosed | Chaired Nominating & Governance; served on Audit and Compensation |
Board Governance
- Committee assignments: Chair, Sustainability, Nomination & Governance (SNG) Committee; member, Management Compensation & Leadership (Compensation) Committee .
- Independence: Appointed as an independent director per Nasdaq standards; no family relationships; no related-party transactions under Item 404(a) .
- Board leadership: Dick Boyce serves as Lead Independent Director, overseeing executive sessions and agendas; supports objective oversight of management .
- Attendance: Board met six times in fiscal 2024; all incumbents met ≥75% attendance on board/committees. Hughes joined in October 2025; her attendance data not yet disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Increased effective July 1, 2024 |
| SNG Committee Chair fee (cash) | $10,000 | Chair retainer; committee chairs do not receive member retainer for same committee |
| Compensation Committee member fee (cash) | $7,500 | Member retainer |
| Initial RSU grant | $200,000 grant-date fair value | Granted Oct 31, 2025; vests per policy |
| Vesting schedule (initial RSU) | 3 equal annual installments | Per Non-Employee Director Compensation Policy |
- Equity policy cap: aggregate annual value (cash + equity) generally capped at $750,000; $1,000,000 for first-year appointees; equity valued at grant-date fair value .
- Annual director RSU grants: historically granted at the annual meeting; 2024 annual director RSU was reduced to 3,000 RSUs ($32,202) vs. prior $150,000 standard. Future annual grants subject to committee decisions and may be pro-rated for partial service .
Performance Compensation
- No performance-based cash incentives for non-employee directors disclosed; director equity awards are time-based RSUs, not PSUs/options with performance hurdles .
Other Directorships & Interlocks
| Company/Entity | Relationship to Allbirds | Potential Interlock/Conflict |
|---|---|---|
| DirectWomen (Chair) | Non-profit; governance advocacy | No commercial conflict indicated |
| Association of Corporate Counsel (prior board) | Professional association | No commercial conflict indicated |
| NUBURU, Inc. (prior director) | Industrial/laser tech | No apparent supplier/customer overlap disclosed |
- 8-K affirms no related-party transactions and no selection via arrangements; strengthens independence signal .
Expertise & Qualifications
- Governance and capital markets: Former CLO/Corporate Secretary overseeing public company disclosure and board processes .
- Corporate transactions: M&A and finance experience at Ingram Micro; partner-level corporate/securities practice .
- Sector breadth: Exposure to technology distribution, real estate (Public Storage), and global operations; relevant to supply chain and growth initiatives .
- Board leadership: Prior committee chair roles (Nominating & Governance; service on Audit and Compensation) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership at appointment | 0 shares | Form 3 filed; “No securities are beneficially owned.” |
| Ownership % of outstanding | 0% | Based on Form 3 reporting |
| Unvested RSUs | Initial RSU grant of $200,000 (shares determined at grant) | Time-based vesting per policy; not beneficially owned until settled |
| Pledging/Hedging | Prohibited for directors under insider trading and pledging policies | Anti-hedging; anti-pledging policies in force |
Governance Assessment
- Board effectiveness: Appointment adds deep public company governance and capital markets expertise; immediate elevation as SNG Chair positions her to influence director nominations, ESG strategy, and board evaluations—positive for oversight quality .
- Compensation governance: As Compensation Committee member, will engage with independent consultant (Farient Advisors) on pay strategy and benchmarking—indicator of disciplined process .
- Alignment & incentives: Initial RSU grant aligns long-term interests; cash mix is modest relative to equity cap and policy norms—supportive of shareholder alignment .
- Independence & conflicts: No Item 404(a) transactions; no family relationships; anti-hedging/anti-pledging policy reduces misalignment risk—clean profile .
- Public Benefit Corporation context: Directors must balance shareholder pecuniary interests with Allbirds’ specific public benefit and stakeholder interests; this can lead to decisions not strictly maximizing near-term shareholder returns—investors should factor PBC fiduciary balancing in governance expectations .
RED FLAGS
- None disclosed specific to Hughes: no related-party transactions, no hedging/pledging, no attendance issues (new appointee) .
- Monitoring items:
- Future equity grants magnitude vs. company performance (to avoid pay inflation within $750k cap) .
- Committee outcomes (e.g., changes to peer groups, performance metrics) once reflected in proxy—watch for easier targets or discretionary awards .
Insider Filings
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement) | Nov 14, 2025 | No securities beneficially owned; attorney-in-fact signature |
| Power of Attorney (Ex-24.1) | Nov 13, 2025 | Delegates Section 16 filing authority to designated attorneys-in-fact |
Policy References (for investor confidence signals)
- Non-Employee Director Compensation Policy: cash retainers, committee fees, equity grant structure and annual caps .
- Anti-hedging/anti-pledging policy applicable to directors; prohibits margin accounts, derivatives, short sales; pledging generally prohibited for directors .
- Compensation Committee process: independent consultant engagement (Farient Advisors), quarterly meetings, independence safeguards .
- Board & committee meeting cadence: 2024 board met six times; committee meetings held regularly .