Joanna Lau
Designer BrandsAbout Joanna T. Lau
Independent director at Designer Brands Inc. (DBI); age 66; director since 2008. Former CEO of Lau Technologies Inc.; three decades in technology, investment, and consulting; prior leadership at General Electric and Digital Equipment Company. Recognized for cybersecurity, risk management, biometrics (facial recognition in driver’s license industry), IPOs/M&A, and corporate governance; founder of the Women for Women Summit; identified with AI experience in DBI’s director skills matrix . DBI’s Board affirms her independent status under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lau Technologies Inc. | CEO | Not disclosed | Led biometric security/software initiatives; first to bring facial recognition to driver’s license industry |
| General Electric | Leadership positions | Not disclosed | Technology/operations leadership experience |
| Digital Equipment Company | Leadership positions | Not disclosed | Technology/operations leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Women for Women Summit | Founder | Not disclosed | Program to empower/support women in business |
| RPT Realty | Director (prior) | Not disclosed | Corporate governance/risk experience |
| Info Soft | Director (prior) | Not disclosed | Corporate governance/risk experience |
| FSI International | Director (prior) | Not disclosed | Corporate governance/risk experience |
| ITT Educational Services | Director (prior) | Not disclosed | Corporate governance/risk experience |
| TD Banknorth | Director (prior) | Not disclosed | Corporate governance/risk experience |
Board Governance
- Committees: Technology Committee (Chair), Human Capital & Compensation Committee (Member), Nominating & Corporate Governance Committee (Member) .
- Independence: Affirmed by the Board; DBI’s Board ~73% independent; all committees are fully independent .
- Attendance and engagement: DBI held 4 Board meetings in fiscal 2024; all incumbent directors except one attended ≥75% of meetings and committee sessions—the Board’s overall attendance exceeded 95% (Lau met ≥75%) .
- Executive sessions: Independent directors meet regularly without management; no designated lead independent director—chairs rotate among independents .
- Committee meeting cadence FY2024:
- Technology Committee: 4 meetings (cybersecurity, AI, privacy oversight; Lau provides annual cybersecurity report to full Board) .
- Human Capital & Compensation Committee: 5 meetings (exec/director pay, consultants, clawbacks, succession, HCM oversight) .
- Nominating & Corporate Governance Committee: 4 meetings (refreshment, governance principles, board evaluations, continuing education, sustainability oversight) .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard cash retainer for non-employee directors |
| Committee Member Retainers | $15,000 + $15,000 | HCCC member $15,000; NCGC member $15,000 |
| Committee Chair Retainer | $30,000 | Technology Committee Chair |
| Total Cash Earned (FY2024) | $150,000 | Actual FY2024 director cash compensation for Lau |
| Annual Equity Retainer | $165,000 | Increased from $150,000 effective June 20, 2024; granted at annual meeting |
| Equity Grant Details | Grant date: June 20, 2024; settlement election | Lau elected distribution within 30 days of grant |
- Nonqualified Deferred Compensation Plan: Available to directors, but no Board members participated in FY2024 .
- Director stock ownership guidelines: Encouraged to hold ≥5× annual cash retainer within 5 years; includes direct shares, deferred stock units, certain trust holdings .
Performance Compensation
Directors do not receive performance-based cash incentives; equity for directors is retainer-based (stock units), not tied to performance metrics . For pay-for-performance governance oversight, DBI’s executive incentive metrics (for management) are shown below.
| Fiscal 2024 Company Incentive Metric (Executives) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted Operating Income (ICP) | $82.0M (78.5% of target) | $104.5M | $115.0M (110% of target) | $67.6M | 0% |
| Fiscal 2024 Performance-Based RSUs (Executives) | Minimum (50%) | Target (100%) | Maximum (150%) | Actual | Result |
|---|---|---|---|---|---|
| One-year Adjusted Operating Income (Year 1 of 3) | $73.2M | $104.5M | $115.0M | $67.6M | 0% earned (one-third forfeited) |
- Governance signals: 95% say-on-pay approval at 2024 annual meeting; clawbacks adopted under Dodd-Frank; anti-hedging/anti-pledging policy; independent compensation consultant (Korn Ferry) .
Other Directorships & Interlocks
| Entity | Relationship to DBI | Notes |
|---|---|---|
| SSC/Schottenstein affiliates | Related-party transactions with DBI (leases/services); oversight via Audit Committee | No connection disclosed to Lau; transactions reviewed under written policy |
| American Eagle Outfitters, SPG, etc. | Roles held by Schottenstein family members | Not an interlock with Lau; included for Board context |
Expertise & Qualifications
- Cybersecurity/AI, technology governance, risk management; chairs tech oversight including AI and cybersecurity with quarterly reports and annual Board briefing .
- Biometric security leadership; facial recognition deployment in government ID context .
- Governance/human capital: Service on HCCC and NCGC addressing pay design, clawbacks, succession, and governance .
- IPOs/M&A, capital markets; corporate governance depth; prior public board experience .
- AI experience acknowledged in DBI’s director skills matrix .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Class A) | 150,029 shares; <1% of Class A outstanding |
| Stock Units Outstanding (as of Feb 1, 2025) | 150,029 (includes accumulated dividend equivalents) |
| Share Units Vesting within 60 days of Mar 31, 2025 | 52,170 |
| Pledging/Hedging | Anti-hedging and anti-pledging policy applies; no pledge disclosed for Lau |
| Ownership Guidelines | Directors encouraged to hold ≥5× annual cash retainer within 5 years |
Governance Assessment
- Board effectiveness: Lau’s chairmanship of the Technology Committee positions her at the center of DBI’s oversight of cybersecurity, AI, privacy, and IT risk; she provides an annual cybersecurity comparative report to the full Board—a positive signal for risk governance and investor confidence .
- Independence and engagement: Board independence affirmed; Lau met the ≥75% attendance guideline and serves on key committees (HCCC, NCGC), indicating meaningful engagement .
- Pay alignment: Director compensation uses a balanced cash/equity mix; equity retainer is standard and not performance-conditioned, consistent with market practice; settlement election within 30 days reduces deferral versus peers who settle upon board exit, but still provides equity exposure .
- Conflicts/related party exposure: No Lau-specific related-party transactions disclosed; Audit Committee oversees robust related-party policy; DBI’s charter provisions clarify corporate opportunities amid SSC’s overlapping businesses—no red flag tied to Lau .
- RED FLAGS: None disclosed for Lau—no pledging, no hedging, no related-party ties, and acceptable attendance. Broader issuer-related party dealings exist with SSC but are governed by policy and committee oversight .
Overall, Lau’s technical and risk credentials, combined with committee leadership and independence, support board oversight quality. Continuous monitoring of tech risk reporting and director equity holding practices remains appropriate for alignment and resilience .