Lori H. Greeley
CALERESAbout Lori H. Greeley
Independent director since 2015; age 65; currently CEO of Serena & Lily (home furnishings). Previously CEO of Frederick’s of Hollywood (oversaw Chapter 11 filing in April 2015) and CEO of Victoria’s Secret Stores (2007–2013) after senior merchandising roles since 1993; active with Bucknell University’s Freeman College of Management Advisory Board and as a speaker for its Institute for Leadership and Technology program . Independent under NYSE standards; attended at least 75% of Board and committee meetings and the annual meeting in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Victoria’s Secret Stores | Chief Executive Officer | Jan 2007 – Apr 2013 | Executive Committee member (1995–2007); merchandising, operations leadership |
| Frederick’s of Hollywood | Chief Executive Officer | Until Apr 2015 (Chapter 11 in Apr 2015) | Led restructuring; bankruptcy oversight |
| Victoria’s Secret Stores | EVP & General Merchandising Manager | 1993 – 2007 | Merchandise strategy; executive leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Serena & Lily | Chief Executive Officer | Current | Home décor and furniture retailer |
| Bucknell University – Freeman College of Management Advisory Board | Member | Current | University advisory role |
| Bucknell Institute for Leadership and Technology | Speaker | Current | Speaking engagements |
| Other Public Company Boards | None | — | Explicitly “None” for public boards |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE standards |
| Committee Assignments | Culture, Compensation & People Committee (member) |
| Committee Chair Roles | None (CCP Committee chaired by Wenda Harris Millard) |
| 2024 Meeting Attendance | All directors attended ≥75% of Board and committee meetings; all attended the 2024 annual meeting |
| Executive Sessions | Independent directors meet regularly in executive session; robust governance practices |
| Lead Independent Director | Ward M. Klein (lead independent director in 2024); intended to become Board Chair post-2025 annual meeting |
Fixed Compensation (Non-Employee Director – Fiscal 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Committee chair fees | $0 (not a chair) |
| Lead independent director fee | $0 (not applicable) |
| All other compensation | $0 |
| Total cash & other | $100,000 |
Compensation structure guidelines (for context): standard 2024 retainers included $100k annual cash retainer, plus chair fees ($30k Audit; $25k CCP; $20k Governance; $20k Technology & Digital Commerce) and a $160k target equity grant; optional deferrals via director plan; ability to take retainers in stock; 30% store discount .
Performance Compensation (Director Equity and Company Incentive Design overseen by CCP)
- Director annual equity grant (time-based, not performance-based): Directors received restricted stock or RSUs with target fair value $160,000, granted June 3, 2024; for 2024, Greeley held 4,564 unvested RSUs at FY-end; RSUs vest at next annual meeting and accrue dividend equivalents; payout in cash or stock at termination or earlier elected date ≥2 years from grant .
| 2024 Director Equity Details | Value / Terms |
|---|---|
| Grant date and form | June 3, 2024; RSUs or restricted stock at director’s election |
| Units (Greeley) | 4,564 RSUs unvested at Feb 1, 2025 |
| Grant fair value | $160,013 |
| Vesting | Through next annual shareholder meeting |
| Dividend treatment | RSUs earn dividend equivalents; restricted stock earns cash dividends |
Company executive incentive metrics (CCP oversight):
- Annual Consolidated Incentive Plan (2024): Primary metric Adjusted Operating Earnings (Adjusted OE) with Net Sales as inflator/deflator; actual Adjusted OE $157.0M resulted in 0% payout .
- Long-Term Incentive Plan (2022–2024): Adjusted EPS primary metric with Net Sales modifier; cumulative strategic initiatives comprised 25% of award; paid overall at 110% (2022=200%, 2023=114%, 2024=26%, cumulative initiatives=100%) .
| Annual Incentive (2024) | Minimum | Target (100%) | Maximum (200%) | Actual |
|---|---|---|---|---|
| Adjusted OE ($M) | 191.0 | 204.6 | 230.5 | 157.0 (77% of goal; 0% payout) |
| Net Sales ($M) | 2,726.0 | 2,869.0 | 3,013.0 | 2,722.7 |
| LTIP Metrics | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EPS – Target ($) | 3.85 | 4.00 | 4.30 |
| Adjusted EPS – Actual ($) | 4.52 | 4.18 | 3.30 |
| Net Sales – Target ($M) | 2,750.0 | 2,850.0 | 2,900.0 |
| Net Sales – Actual ($M) | 2,968.1 | 2,817.3 | 2,722.7 |
| Award % (year component) | 200% | 114% | 26% |
| Cumulative initiatives | — | — | 100% of target (overall weighted total 110%) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None; no insider participation; no Item 404(a) relationships for CCP members in 2024 |
Expertise & Qualifications
- Career-long fashion and retail operating leadership (merchandising, marketing, operations) aligned to CAL’s core consumer base and brand development .
- Strategic oversight experience as CEO (turnaround and restructuring; growth execution) enhancing CCP’s pay-for-performance oversight .
- Consumer and merchandising domain expertise valued by Board for strategic direction .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (beneficial) | 10,000 (less than 1% of outstanding) |
| Director share units (PSUs/RSUs) | 63,880 units (no voting rights; payable in cash/stock) |
| Unvested RSUs at FY-end | 4,564 |
| Ownership guideline | ≥5x annual cash retainer ($100k); all required directors met as of end of 2024 |
| Hedging/pledging | Prohibited for directors; Company not aware of any shares pledged by individuals |
Governance Assessment
- Independence, attendance, and committee engagement are strong: Greeley is independent, attends meetings, and serves on the CCP Committee that met four times in 2024 overseeing executive pay, say‑on‑pay, and consultant independence (Meridian confirmed independent; no conflicts) .
- Director pay mix aligns with shareholder interests: standardized $100k cash retainer plus $160k equity (RSUs/restricted stock) subject to annual meeting vesting; ability to defer retainers into PSUs further aligns value to stock performance .
- Ownership alignment and risk controls: directors must meet 5x retainer ownership; hedging/pledging prohibited; all required directors met guidelines; Section 16 filings timely in 2024 .
- Conflicts and related-party exposure: none disclosed for 2024 related party transactions; CCP reported no interlocks/insider participation .
- Pay-for-performance oversight signals: 2024 annual incentive paid 0% on weak Adjusted OE; LTIP design uses Adjusted EPS with ROIC modifier and realistic bands; long-term awards paid 110% across 2022–2024, reflecting discipline and downside capture in 2024 .
- RED FLAG watch: prior leadership of Frederick’s of Hollywood during Chapter 11 (2015) indicates restructuring experience but merits awareness from investors on bankruptcy‑related history; no current CAL‑related red flags disclosed for Greeley .
Additional governance context: 2024 say‑on‑pay passed with 94% approval, indicating broad shareholder support for executive compensation structure overseen by CCP (which includes Greeley) .