Ivy Ross
About Ivy Ross
Ivy Ross (age 69 as of June 13, 2025) is an independent director of Destination XL Group, Inc. (DXLG) serving since January 2013. She is Vice President of Hardware Design at Google (joined May 2014; previously led Google Glass), with prior senior marketing and product design roles at Art.com (CMO, 2011–2014) and Gap (EVP Marketing, 2008–2011), as well as Disney Stores North America, Mattel, Calvin Klein, Coach, Liz Claiborne, Swatch Watch and Avon . The Board has affirmatively determined Ross is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Art.com | Chief Marketing Officer | Jul 2011–Apr 2014 | Oversaw marketing, branding, merchandising, UX |
| Gap, Inc. (Gap brand) | EVP Marketing; Creative Catalyst for all Gap brands | Jun 2008–Jun 2011 | Brand marketing leadership, cross-brand creative |
| Disney Stores North America; Mattel; Calvin Klein; Coach; Liz Claiborne; Swatch Watch; Avon | Senior creative and product design positions | Not disclosed | Design/product leadership |
| Procter & Gamble | Design Board member | Since inception (date not disclosed) | External design advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vice President, Hardware Design | Since May 2014 | Led hardware design; previously led Google Glass | |
| ArtCenter College of Design | Board/Trustee | Current (year not specified) | Design leadership advocate |
| Cooper Hewitt, Smithsonian Design Museum | Board appointment | 2022–present | Museum governance |
| Willow Innovations, Inc. (private) | Director | Current (year not specified) | Private company board |
| DXLG | Independent Director | Jan 2013–present | See governance below |
Board Governance
- Committee memberships: Audit Committee member; Cybersecurity and Data Privacy Committee chair (C) .
- Independence: Independent director under Nasdaq; majority of Board and all committees are independent .
- Attendance and engagement: Board met 12 times in fiscal 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting . Cybersecurity Committee met 4 times in fiscal 2024; Audit Committee met 6 times .
- Leadership/structure: Independent Non-Executive Chair since Jan 24, 2019; independent executive sessions at least semi-annually . Directors overboarding policy: ≤5 public company boards (≤1 for NEOs besides company) .
Fixed Compensation
- Structure: Non-employee directors receive quarterly cash/equity retainers; minimum equity ownership guideline requires at least 60% of annual retainer in common stock until holdings equal ≥3× annual retainer; chair fees paid in addition. Director may elect cash vs stock (including deferred stock starting fiscal 2024) .
- Retainer rates (fiscal 2024): Independent director $33,750 per quarter; Board Chair/Lead Director $10,000 per quarter; Audit Chair $5,000 per quarter; other committee chairs $2,500 per quarter .
| Component | Quarterly ($) | Annual ($) |
|---|---|---|
| Independent Director Retainer | 33,750 | 135,000 |
| Cybersecurity & Data Privacy Committee Chair | 2,500 | 10,000 |
| Audit Committee Chair (reference) | 5,000 | 20,000 |
| Board Chairman/Lead Director (reference) | 10,000 | 40,000 |
- Ivy Ross elections: Elected to receive 50% of retainer in cash and 50% in unrestricted shares; chairperson fees in cash (consistent across fiscal 2022–2024) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 77,500 | 77,500 | 77,500 |
| Stock Awards ($) | 67,495 | 67,495 | 67,495 |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | 144,995 | 144,995 | 144,995 |
Notes: No stock option grants to directors in FY 2024; outstanding director options only for Boyle and Conacher (15,000 each) .
Performance Compensation
| Element | Disclosure | Metrics/Conditions |
|---|---|---|
| Director equity form | Unrestricted common stock issued under Director Plan; fractional share value forfeited | No RSUs/PSUs; no performance conditions disclosed |
| Options | None granted to directors in FY 2024 | N/A |
| Performance metrics | Not applicable for non-employee director compensation | N/A |
Other Directorships & Interlocks
- Public company boards: No other current public company directorships disclosed for Ivy Ross in DXLG proxy biography . External sources list private/non-profit boards (ArtCenter, Cooper Hewitt, Willow) and Google executive role; none are public-company directorships .
- Interlocks/conflicts: No related-party transactions in fiscal 2024 requiring Item 404(a) disclosure; Audit Committee reviews related-party transactions .
Expertise & Qualifications
- Core expertise: Hardware design leadership at Google; marketing, branding, merchandising, user experience expertise from Art.com and Gap; extensive creative/product design roles at major consumer brands .
- Board qualifications: Brings industry insight and marketing expertise, supporting DXL brand development .
- Financial expert status: Audit Committee financial experts designated as Conacher and Mesdag; Ross serves on Audit but is not designated financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Ivy Ross | 238,758 | <1% (based on 53,815,004 shares outstanding) |
- Ownership alignment: Director Plan requires 60% of annual retainer in stock until ≥3× annual retainer equity value; directors may not sell required equity while serving without Board approval . Ross elected 50% of retainer in stock, chair fees in cash .
- Risk controls: No hedging or pledging of Company securities permitted for directors, officers, employees . Section 16(a) reporting was timely for directors in fiscal 2024 (noting late filings by certain shareholders/executives, none attributed to Ross) .
Governance Assessment
- Board effectiveness: Ross chairs the Cybersecurity and Data Privacy Committee and serves on Audit, indicating active risk oversight in cyber/data protection and financial reporting; committees met regularly in FY 2024 (Cybersecurity 4x; Audit 6x) .
- Independence and engagement: Independent status confirmed; Board majority independent; independent executive sessions held; attendance at least 75% across Board/committees and full Annual Meeting attendance supports engagement .
- Compensation alignment: Director pay consistent and modest, with equity components fostering ownership; adherence to stock ownership guidelines and prohibition on hedging/pledging strengthens alignment and investor confidence .
- Potential conflicts: No related-party transactions disclosed; overboarding policy mitigates time/allocation risks; no hedging/pledging .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls .
Signals for investors
- Continued committee leadership in cybersecurity, stable compensation structure with equity participation, and independence support governance quality and risk oversight .