Carmen Bauza
About Carmen R. Bauza
Independent director at Destination XL Group (DXLG) since December 2021; age 63 as of June 13, 2025. She brings 25+ years of retail and merchandising experience, including senior roles at Walmart (SVP/General Merchandise Manager, Consumables/Health & Wellness), HSN (Chief Merchandising Officer), and Fanatics (Chief Merchandising Officer). Current DXLG committee assignments: Nominating & Corporate Governance and Cybersecurity & Data Privacy; she is not a committee chair. Independence affirmed by the Board. Attendance: all directors attended at least 75% of Board and committee meetings in fiscal 2024; the Board met 12 times.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fanatics, Inc. | Chief Merchandising Officer | Jan 2019 – Apr 2021 | Led merchandising for licensed sports merchandise; relevant to DXLG’s merchandising oversight. |
| HSN | Chief Merchandising Officer | Nov 2016 – Dec 2017 | Oversaw merchandising; omni-channel retail experience. |
| Walmart | SVP, GM Manager – Consumables, Health & Wellness | Jun 2007 – Oct 2016 | Large-scale category leadership; P&L and assortment expertise. |
| Bath & Body Works; Five Below; The Walt Disney Company | Various roles | (prior to 2007) | Consumer/retail brand experience. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| OneWater Marine Inc. (public) | Director | Since Mar 2023 | Audit; Compensation. |
| Zumiez, Inc. (public) | Director | Since May 2022 | Audit; Nominating & Governance. |
| Claire’s Holdings LLC (private) | Board of Managers | Since Oct 2018 | Private company governance. |
| Seton Hill University | Board of Trustees | Current | Non-profit oversight. |
| RoundTable Healthcare Partners Council | Advisory Board | Current | Advisory role. |
- Notable interlock: Zumiez is in DXLG’s compensation peer group; however, Ms. Bauza is not a member of DXLG’s Compensation Committee, mitigating direct benchmarking conflicts.
Board Governance
- Committee assignments: Nominating & Corporate Governance (member); Cybersecurity & Data Privacy (member). Chairs are Jack Boyle (Nominating) and Ivy Ross (Cybersecurity), not Ms. Bauza.
- Committee cadence (FY2024): Nominating & Corporate Governance met 3x; Cybersecurity & Data Privacy met 4x.
- Independence: Board determined Ms. Bauza is independent under Nasdaq rules.
- Attendance: All directors attended at least 75% of Board/committee meetings; Board met 12x in FY2024; all directors attended the 2024 annual meeting.
- ESG oversight: Nominating Committee oversees ESG/sustainability and director succession.
- Policies: No hedging or pledging by directors; director ownership guidelines require 60% of retainer in stock until ownership equals ≥3x annual retainer.
Fixed Compensation (Director; FY2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $54,000 |
| Stock Awards (unrestricted shares/deferred stock elections) | $80,991 |
| Options | $0 (no director option grants in FY2024) |
| Total | $134,991 |
- Director plan structure: independent directors receive a quarterly retainer of $33,750; additional quarterly chair retainers: Audit $5,000; other committees $2,500; Chair/Lead Director $10,000/quarter. Ms. Bauza is not a chair.
- Equity mix: Until reaching ownership guideline, Ms. Bauza was required to elect 60% of retainer in stock (remainder in cash), consistent with the Director Plan.
Performance Compensation
- Not applicable to non-employee directors at DXLG; director pay consists of cash retainers and equity elections, not performance-based awards.
Other Directorships & Interlocks
- Current public boards: OneWater Marine (Audit, Compensation), Zumiez (Audit, Nominating & Governance).
- Peer interlock note: Zumiez is included in DXLG’s pay benchmarking peer set, creating potential information-flow considerations; mitigated as Ms. Bauza does not sit on DXLG’s Compensation Committee.
- Internal network tie: Both Ms. Bauza and fellow DXLG director Jack Boyle held senior roles at Fanatics with overlapping tenure (2019–2021), which may enhance retail insights but is not a related-party transaction.
Expertise & Qualifications
- Retail/merchandising leadership across big-box (Walmart), TV/omni (HSN), and licensed sports e-commerce (Fanatics); strengths in assortment, vendor management, and category P&L.
- Governance exposure through public company audit/compensation and nominating/governance committees at other boards, plus private and non-profit governance.
- Cyber/data oversight via DXLG’s Cybersecurity & Data Privacy Committee membership.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 82,542 |
| Ownership as % of outstanding | <1% |
| Vested vs. unvested breakdown | Not disclosed for directors; director grants are largely unrestricted shares via retainer elections. |
| Options | None disclosed for Ms. Bauza. |
| Shares pledged as collateral | Prohibited by policy (no pledging/hedging). |
| Ownership guidelines | Required to hold equity equal to ≥3x annual retainer; 60% of retainer paid in stock until guideline met. |
Governance Assessment
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Strengths:
- Independent director with strong merchandising/retail background; active on Nominating/ESG and Cybersecurity committees.
- Solid engagement framework: Board met 12x with ≥75% attendance by all directors; independent Board and committees.
- Alignment mechanisms: mandatory equity mix and 3x-retainer ownership guideline; prohibition on hedging/pledging.
- No related-party transactions disclosed in FY2024 involving directors or their immediate families.
- Section 16 compliance: late filings disclosed for certain officers; no mention of Ms. Bauza among late filers.
- Shareholder support context: say-on-pay approval of 89.4% at 2024 annual meeting indicates general investor alignment on pay philosophy (board-level oversight relevance).
-
Watch items / potential red flags:
- Peer interlock: service on Zumiez board (a DXLG peer used for pay benchmarking) warrants monitoring of information-flow and benchmarking independence, though mitigated by her non-membership on DXLG’s Compensation Committee.
- Network tie with Jack Boyle via overlapping Fanatics tenure (2019–2021); not a related-party transaction but a board network linkage to note.
Overall, Ms. Bauza appears to strengthen board effectiveness in merchandising and omni-channel retail, with appropriate independence, attendance, and ownership alignment. The primary governance sensitivity is her concurrent board service at a compensation peer (Zumiez), mitigated by committee assignments that exclude DXLG’s Compensation Committee.