Melanie Marein-Efron
Bloomin' BrandsAbout Melanie Marein-Efron
Melanie Marein‑Efron is Chief Financial Officer of Urban Outfitters, Inc. and has served as an independent director of Bloomin’ Brands since 2022; she currently chairs the Compensation Committee. She is 55, with deep finance, accounting/auditing, and executive leadership experience across Urban Outfitters, Campbell Soup Company, Godiva Chocolatier, and General Motors, and holds both a BS and MBA in finance from The Wharton School of the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Outfitters, Inc. | Chief Financial Officer | 2020–present | Oversees finance, accounting, tax, business development/strategy, loss prevention |
| Urban Outfitters, Inc. | Executive Director, Corporate Development & Finance | 2013–2020 | Financial planning, long‑range planning, business analysis for global brands |
| Campbell Soup Company | Various financial roles incl. Assistant Treasurer | 2004–2013 | Financial reporting, accounting, and auditing experience |
| Godiva Chocolatier | North America Finance Director | 2000–2004 | Consumer/retail finance leadership |
| General Motors | Manager, Finance | 1996–2000 | Corporate finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urban Outfitters, Inc. | Chief Financial Officer | 2020–present | Executive role; no other public company directorships disclosed for Marein‑Efron |
Board Governance
- Committee assignments and chairs: Marein‑Efron serves as Chair of the Compensation Committee; she is not listed on the Audit or Nominating & Corporate Governance Committees .
- Independence: The Board affirmatively determined Marein‑Efron is independent under NASDAQ rules; she is also independent for Compensation Committee membership .
- Attendance and engagement: In fiscal 2024, the Board held nine meetings; each incumbent director attended at least 75% of Board and assigned committee meetings, and all directors attended the 2024 annual meeting .
- Committee activity level: The Compensation Committee held five meetings in fiscal 2024 .
| Governance Dimension | Status/Detail |
|---|---|
| Board Tenure | Independent Director since 2022 |
| Primary Committee | Compensation Committee (Chair) |
| Independence | Independent director; independent for Compensation Committee |
| Attendance (FY2024) | ≥75% of Board/committee meetings; attended 2024 annual meeting |
| Compensation Committee Meetings (FY2024) | 5 |
Fixed Compensation
| Component | FY2024 Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Policy effective Apr 22, 2024 |
| Compensation Committee Chair fee | $30,000 | Additional annual cash retainer |
| Meeting fees | — | Not disclosed; program relies on retainers |
| FY2024 cash actually paid | $119,567 | Director fees earned/paid in cash |
Performance Compensation
| Equity Component | FY2024 Policy/Amount | Vesting/Terms |
|---|---|---|
| Annual RSU grant (non‑chair) | $155,000 fair value | Vests in full at first annual stockholders’ meeting following grant |
| FY2024 stock award value | $155,023 | ASC 718 grant‑date fair value |
| Unvested RSUs (as of 12/29/24) | 5,881 shares | Director annual grants, time‑based vest |
| Performance metrics tied to director equity | None disclosed | Director RSUs are time‑based, not performance‑conditioned |
| Clawback policy | Awards subject to company Compensation Recovery Policy and applicable exchange/regs; forfeiture for restrictive covenant breaches, cause, detrimental conduct | |
| Change‑of‑control treatment | Committee may accelerate vesting/assume/cancel for cash; defined CIC triggers outlined in plan | |
| Option/SAR repricing | Prohibited without stockholder approval | |
| Minimum vesting | 1‑year minimum for equity awards with limited exceptions; director awards align to next annual meeting |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No compensation committee interlocks disclosed; committee comprises independent directors |
Expertise & Qualifications
- Finance; Accounting & Auditing; Executive Leadership across large public companies, with extensive consumer/retail experience and business development/marketing exposure .
- Education: BS and MBA (Finance), The Wharton School, University of Pennsylvania .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (as of 2/12/2025) | 10,650 shares; less than 1% of class |
| Unvested RSUs excluded from 60‑day count | 5,881 shares |
| Director stock ownership guidelines | 5× annual cash retainer for non‑employee directors; to be met by later of Dec 17, 2019 or 5th anniversary of appointment/election |
| Compliance status | All non‑employee Directors met requirements or are on track before deadlines |
| Hedging/Pledging | Prohibited for directors and executive officers under Insider Trading Policy |
Governance Assessment
- Committee leadership and independence: As Compensation Committee Chair, Marein‑Efron is central to pay‑for‑performance oversight; the committee is fully independent and met five times in FY2024, indicating active engagement .
- Alignment and incentives: Director pay uses a balanced cash retainer and time‑based RSUs vesting at the next annual meeting, aligning with one‑year board terms; RSU value for Marein‑Efron in FY2024 was $155,023 and cash fees were $119,567, supporting equity alignment without performance conditions typical for directors .
- Risk controls and red flags: Strong governance guardrails—no option repricing without stockholder approval, minimum vesting standards, clawbacks covering misconduct, and prohibitions on hedging/pledging—reduce misalignment risk and potential conflicts; no related‑party transactions or interlocks with Marein‑Efron are disclosed in retrieved sections .
- Attendance and engagement: Board and committee attendance thresholds were met, and all directors attended the 2024 annual meeting, supporting confidence in diligence and oversight .
Signals for investors: Compensation leadership by a sitting public‑company CFO adds technical rigor to pay design and risk assessment; equity‑heavy director compensation and strict ownership/insider‑trading policies support alignment. No material conflict indicators surfaced in available disclosures, and committee cadence suggests active oversight .