Theophlius Killion
About Theophlius Killion
Theophlius Killion, age 74, has served on Torrid Holdings’ (CURV) board since June 2021 and is the Board’s Lead Independent Director; he holds M.Ed. and B.A. degrees from Tufts University and brings CEO- and multi-brand retail experience to the boardroom . He is a Class II director with a term expiring in fiscal year 2026 and has been affirmatively determined by the Board to be independent under NYSE rules . Mr. Killion currently serves on the Audit and Compensation Committees and leads the independent directors in executive sessions and shareholder engagement per the Lead Independent Director charter responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Zale Corporation | Chief Executive Officer | Jan 2010 – Jul 2014 | Ran turnaround of national jewelry retailer; later served on Zale’s board while CEO . |
| TOMMY HILFIGER; Limited Brands (now L Brands); Home Shopping Network; Macy’s | Various senior leadership roles | Prior to 2008 (various years) | Deep merchandising/operations expertise across iconic retail brands . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sierra Institute (Dallas-based HR consortium) | Managing Partner | Nov 2016 – present | Human capital/leadership development focus; ongoing operating exposure . |
| Claire’s Stores, Inc. (private) | Director | Prior service | Audit Committee member; Chair of Compensation Committee . |
| Tailored Brands, Inc. | Director | Prior service | Board service noted (prior) . |
| Libbey, Inc. | Director | Prior service | Board service noted (prior) . |
| The Zale Corporation | Director | During CEO tenure | Board service while CEO . |
| Express, Inc. | Director | Prior service | Board service noted (prior) . |
| National Association of Corporate Directors | Member | Ongoing (prior disclosure) | Professional governance credentialing/membership . |
Board Governance
- Board/committee structure and leadership: CURV has six directors across three staggered classes; Mr. Killion is a Class II director and serves as Lead Independent Director. He is a member of the Audit Committee and the Compensation Committee; he is not a committee chair. The Audit Committee is chaired by Michael Shaffer; the Compensation Committee is chaired by Stefan L. Kaluzny .
- Independence and controlled company context: The Board has determined Mr. Killion is independent under NYSE rules. CURV is a “controlled company” (Sycamore affiliates hold a majority of voting power) and avails itself of NYSE controlled-company exemptions. Sycamore has director designation rights under the Stockholders’ Agreement, which amplify the importance of independent oversight by directors like Mr. Killion .
- Attendance and engagement: In fiscal 2024, the Board met 6 times; the Audit Committee met 5 times; the Compensation and Nominating & Corporate Governance Committees met 4 times each. All directors, including Mr. Killion, attended at least 75% of applicable meetings and the 2024 Annual Meeting, except Mr. Kaluzny .
- Lead Independent Director responsibilities: Mr. Killion serves as liaison between independent directors and the Chair/CEO, calls and presides over meetings of independent directors, engages with major stockholders as appropriate, and feeds back from executive sessions to the Chair/CEO .
- Say-on-Pay signal: At the June 4, 2025 annual meeting, Say-on-Pay received 81,694,803 votes “For,” 99,196 “Against,” and 66,749 “Abstentions,” indicating very strong investor support, a positive governance signal for the Compensation Committee on which Mr. Killion sits .
- Policies strengthening governance: CURV maintains a clawback (Compensation Recovery) policy compliant with NYSE and Exchange Act Section 10D, administered by the Compensation Committee . Stock ownership guidelines adopted in Dec 2024 require non-employee directors to hold stock equal to 5x the annual cash retainer; until met, directors must retain at least 50% of net after-tax shares from equity awards .
- Insider trading/hedging/pledging: The 2025 proxy references a comprehensive insider trading policy (including 10b5-1 plan pre-clearance and trading windows). Prior-year disclosure explicitly prohibits hedging and prohibits pledging/margin, aligning director/shareholder interests .
- Related-party risk oversight: The Audit Committee (of which Mr. Killion is a member) must approve related party transactions. In FY2024 CURV had transactions with Sycamore affiliates including Hot Topic (services; $2.1M charged; $0.6M owed at FY-end) and MGF Sourcing US, LLC (merchandise purchases; $38.7M; $7.9M owed at FY-end), highlighting the importance of independent Audit oversight .
Fixed Compensation (Director)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 100,000 | 125,000 | 225,000 | Independent Director Compensation Program: $100k annual cash retainer; independent directors receive annual RSUs worth $125k, vesting on the one-year anniversary; committee chair adders are $15k each (not applicable to Mr. Killion in FY2024) . |
Performance Compensation
| Topic | FY2024 Design | Target/Threshold/Max | Result |
|---|---|---|---|
| Annual cash incentive plan (for executives, governance context) | Metric: Adjusted EBITDA; payout scales vs threshold/target/max; NEO target bonus opportunities set by role | Threshold 40% of target; Target 100%; Max 200% of target; CEO target 150% of base; COO/CTO 80% (post-promotion); CFO 65% | Adjusted EBITDA target ≈ $116 million; payout achieved 88.5% of target for eligible NEOs, demonstrating pay-for-performance calibration overseen by the Compensation Committee . |
Note: Non-employee directors (including Mr. Killion) do not receive performance-based cash or PSU awards under the Independent Director program; equity is delivered as time-vested RSUs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Status |
|---|---|---|---|
| Claire’s Stores, Inc. | Private | Director; Audit Committee; Chair, Compensation Committee | Prior service . |
| Tailored Brands, Inc. | Public (historical) | Director | Prior service . |
| Libbey, Inc. | Public (historical) | Director | Prior service . |
| The Zale Corporation | Public (historical) | Director (during CEO tenure) | Prior service . |
| Express, Inc. | Public | Director | Prior service . |
| The Sierra Institute | Private | Managing Partner | Current . |
No current public company directorships were disclosed for Mr. Killion in CURV’s 2025 proxy .
Expertise & Qualifications
- Retail leadership (multi-brand merchandising/operations), human capital, executive compensation, ESG, and board governance; prior CEO experience at Zale and leadership roles at TOMMY HILFIGER, L Brands, HSN, and Macy’s .
- Professional governance involvement: prior proxy notes membership in the National Association of Corporate Directors .
- Lead Independent Director with responsibilities for executive sessions and shareholder engagement, supporting independent board functioning in a controlled company context .
Equity Ownership
| Holder | Common Stock Owned | Awards Vested/Vesting ≤60 days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Theophlius Killion | 60,354 | 18,768 | 79,122 | <1% (asterisked in proxy) |
- Director equity vehicle and vesting: Independent directors receive annual RSUs valued at $125,000; one-year cliff vesting .
- Stock ownership guidelines: 5x annual cash retainer for non-employee directors; 50% net-share retention until met (adopted Dec 2024) .
- Hedging/pledging policy: Hedging prohibited; holding in margin accounts/pledging prohibited per prior-year policy; 2025 proxy describes robust insider trading controls (e.g., pre-clearance, 10b5-1) .
Governance Assessment
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Strengths
- Independent leadership: Mr. Killion serves as Lead Independent Director and sits on the Audit and Compensation Committees, providing oversight of financial reporting, related-party transactions, and pay practices in a controlled company structure .
- Shareholder-aligned signals: Very strong 2025 Say-on-Pay support (81.7M For vs. 0.099M Against) suggests investor confidence in compensation governance .
- Policy framework: Presence of a clawback policy, stock ownership guidelines, and anti-hedging/pledging policy align incentives and mitigate risk .
- Attendance/engagement: Board and committee attendance expectations met (≥75%) by all directors other than Mr. Kaluzny; LID role facilitates executive sessions and investor engagement .
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Watch items / RED FLAGS
- Controlled company dynamics: Sycamore’s majority control and director designation rights can concentrate influence; the Board relies on independent directors like Mr. Killion for counterbalance .
- Related-party exposure: Significant transactions with Sycamore affiliates (e.g., Hot Topic services; MGF Sourcing merchandise purchasing) underscore the need for vigilant Audit Committee oversight to manage conflicts; the Audit Committee is tasked with reviewing/approving such transactions .
- Compensation Committee composition: The committee includes representatives affiliated with the principal stockholder; although the 2025 proxy states composition meets SEC/NYSE requirements, investors often scrutinize independence in comp oversight within controlled companies .
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Director compensation and alignment: Mr. Killion’s FY2024 package ($100k cash plus $125k RSUs) is standard for independent directors and includes equity to align with shareholders; director ownership guidelines increased alignment expectations as of Dec 2024 (compliance status not disclosed) .
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Board processes: Annual self-evaluations conducted; insider trading policy updated and filed; these process signals support governance quality .
No related-party transactions involving Mr. Killion personally were disclosed in the 2025 proxy; related-party dealings disclosed relate to Sycamore affiliates and are subject to Audit Committee review .