Elaine Rubin
About Elaine K. Rubin
Elaine K. Rubin (age 62) has served as an independent director of Destination XL Group, Inc. since April 2021. She is founder and president of Digital Prophets Network (since January 2010) and brings deep digital commerce expertise from leadership roles at 1800flowers.com, iVillage.com, and Amazon; she co‑founded shop.org and served as its elected chair (1996–2007) and was on the National Retail Federation board (2001–2010) . She currently serves on DXLG’s Nominating & Corporate Governance and Cybersecurity & Data Privacy committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1800flowers.com | Leadership positions | Not disclosed | Digital commerce operating experience |
| iVillage.com | Leadership positions | Not disclosed | Digital content/community execution |
| Amazon | Leadership positions | Not disclosed | Scaled e‑commerce know‑how |
| shop.org | Co‑founder; Elected Chair | Feb 1996–Oct 2007 | Built industry standards/network in online retail |
| National Retail Federation | Board member | 2001–2010 | Industry governance/advocacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Digital Prophets Network, LLC | Founder & President | Jan 2010–present | Advisory/placement network for digital commerce |
| Cordial | Strategic Advisor | Jan 2024–present | Data‑driven marketing platform advisor |
| Women and Climate | Board Member | Nov 2023–present | Non‑profit governance role |
| Hint, Inc. | Advisor | Oct 2013–Nov 2023 | Beverage DTC advisory |
| Smart & Final Stores, Inc. | Director (prior) | Not disclosed | Formerly public company board |
| Blue Nile, Inc. | Director (prior) | Not disclosed | Formerly public; historical interlock with DXLG CEO (Harvey Kanter served as Blue Nile CEO/Chair 2012–2020) |
Board Governance
- Independence: The Board determined Ms. Rubin is independent under Nasdaq rules; all Board committees (Audit, Compensation, Nominating, Cybersecurity) are fully independent .
- Committee assignments: Member, Nominating & Corporate Governance; Member, Cybersecurity & Data Privacy . Nominating charter includes CEO/senior officer succession, board composition, ESG oversight/climate risk, and director diversity/principles ; Cybersecurity charter oversees cyber risk/data protection and compliance .
- Attendance/engagement: The Board met 12 times in fiscal 2024; all directors attended at least 75% of Board and relevant committee meetings, and all attended the 2024 Annual Meeting . Nominating met 3 times; Cybersecurity met 4 times in fiscal 2024 .
- Governance practices: Majority vote standard in uncontested elections; independent Chair; semi‑annual independent executive sessions; no hedging/pledging permitted; director overboarding limit ≤5 public boards; director stock ownership guidelines require 60% of retainer in shares until ownership ≥3× annual retainer .
Fixed Compensation
| Year (Fiscal 2024) | Cash Fees ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| Elaine K. Rubin | 54,000 | 80,991 | — | 134,991 |
- Director Plan mechanics: Quarterly independent director retainer $33,750; Chair of Board/Lead Director +$10,000/quarter; Audit Chair +$5,000/quarter; other committee chairs +$2,500/quarter; directors must take at least 60% of annual retainer in shares until equity value ≥3× annual retainer; may elect unrestricted or deferred stock; max 250,000 shares/quarter under Director Plan .
Performance Compensation
- Non‑employee director pay at DXLG does not include performance‑conditioned elements; equity is delivered as unrestricted (or deferred) stock per Director Plan—no RSUs/PSUs tied to financial metrics for directors .
| Component | Metric | Definition | Applies to DXLG Directors? |
|---|---|---|---|
| Director Equity | Unrestricted/Deferred Stock | Equity taken in lieu of cash per Director Plan and ownership guidelines | Yes (not performance‑based) |
| Performance Awards | TSR/EBITDA/Sales etc. | Metrics used for executives in AIP/LTIP plans | No (directors excluded) |
Other Directorships & Interlocks
| Company | Type | Role | Status/Notes |
|---|---|---|---|
| Smart & Final Stores, Inc. | Public (former) | Director (prior) | Historical external directorship |
| Blue Nile, Inc. | Public (former) | Director (prior) | Historical interlock: DXLG CEO Harvey Kanter was Blue Nile CEO/Chair (2012–2020) |
| Cordial | Private | Strategic Advisor | Current advisory role |
| Women and Climate | Non‑profit | Board Member | Current governance role |
Interlock assessment: Historical Blue Nile overlap with DXLG CEO may enhance e‑commerce insight but is not a current related‑party issue; DXLG reports no related‑party transactions in fiscal 2024 .
Expertise & Qualifications
- Digital commerce strategy, DTC and omnichannel growth; board‑level ESG oversight via Nominating charter .
- Cybersecurity/data privacy oversight competency through committee service .
- Industry leadership: shop.org co‑founder/chair; NRF board experience .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Elaine K. Rubin | 149,830 | <1% | No options footnoted; equity ownership built via Director Plan stock elections |
| Policies | — | — | No hedging/pledging allowed; directors must build equity to ≥3× annual retainer before selling required equity without Board approval |
- Ownership guidelines status: Footnote indicates Ms. Rubin was required to elect 60% of her retainer in stock in fiscal 2024, implying she had not yet reached the 3× retainer threshold at that time (compliant with build‑to‑target policy) .
Governance Assessment
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Strengths
- Independent director with relevant digital commerce expertise and active service on Nominating (succession/ESG) and Cybersecurity committees .
- Solid engagement: Board (12 meetings) with ≥75% attendance; Nominating (3) and Cybersecurity (4) meetings in fiscal 2024; full Annual Meeting attendance .
- Strong alignment mechanisms: mandatory equity for directors until ≥3× retainer; prohibition on hedging/pledging .
- Compliance signals: No related‑party transactions reported in fiscal 2024; Section 16 filings generally timely with no issues noted for Ms. Rubin .
-
Watchpoints/Red Flags
- Ownership guideline shortfall as of fiscal 2024 (necessitating 60% equity election)—monitor progress toward ≥3× retainer; larger personal stake would enhance alignment .
- Historical interlock via Blue Nile with current CEO (network overlap). DXLG discloses no related‑party transactions, but continued vigilance is appropriate on potential information flow conflicts .
-
Broader governance sentiment: Say‑on‑pay support was 89.4% in 2024; annual say‑on‑pay frequency selected by 97.2% in 2023—signals constructive shareholder engagement environment .
Overall: Rubin’s committee roles and e‑commerce/CX background are well‑matched to DXLG’s strategic priorities (direct business growth, data‑driven marketing). Equity‑heavy director pay and no hedging/pledging support alignment; monitor progress to full ownership guideline compliance. No disclosed conflicts or related‑party transactions in 2024, and independence maintained .