Stephanie Pugliese
About Stephanie Pugliese
Independent director since 2023; age 53 (as of the 2024 proxy). Former President, Americas at Under Armour and CEO of Duluth Holdings; brings deep brand, e‑commerce and retail operating experience, including leading Duluth’s IPO. Currently serves on American Eagle Outfitters’ board and on the private board of Cooper’s Hawk Winery & Restaurants .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Under Armour, Inc. | President, Americas | Sep 2019 – Mar 2023 | Led commercial operations in a global sportswear brand . |
| Duluth Holdings, Inc. | Chief Executive Officer; President & COO; President & Chief Merchandising Officer | CEO 2015–2019; prior roles earlier | Led company through its IPO; scaled digital/e‑commerce and brand marketing . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| American Eagle Outfitters, Inc. | Director | Current | Public company board; global specialty retailer . |
| Cooper’s Hawk Winery & Restaurants | Director | Current | Private company board . |
| Duluth Holdings, Inc. | Director | 2015–2019 | Former public company board service . |
Board Governance
- Independence: Affirmatively determined independent under NYSE rules .
- Committee assignments and evolution:
- 2025: Audit Committee member; Compensation Committee member .
- 2023: Audit Committee member; Nominating, Environmental, Social & Governance (NESG) Committee member .
- Attendance: Attended >90% of Board and committee meetings in 2024; similar >90% in 2023 .
- Engagement in oversight: Signatory to the 2024 Audit Committee Report, reflecting active participation in financial reporting, auditor oversight, and ERM/cyber risk oversight .
- Board structure context: Independent, non‑executive Chair; regular executive sessions of independent directors .
- Related party/transactions: Company reports no related‑party transactions involving directors since Dec 31, 2023 / Jan 1, 2023 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (program design) | $120,000 | $120,000 |
| Committee chair fee (program design) | $15,000 (Audit/Comp/NESG Chair) | $15,000 (Audit/Comp/NESG Chair) |
| Board Chair fee (program design) | $200,000 | $200,000 |
| Cash paid to Pugliese (actual) | $98,667 | $120,000 |
Notes: FBIN eliminated committee membership fees starting 2023; no meeting fees; directors may elect to defer cash into stock .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual equity retainer (program design) | $160,000 in company stock | $160,000 in company stock |
| Stock award to Pugliese (grant-date fair value) | $188,199 | $159,986 |
| Anti-hedging/pledging | Prohibited for directors/executives | Prohibited for directors/executives |
| Director stock ownership guideline | 5× cash retainer ($600,000); 5 years to comply | 5× cash retainer ($600,000); 5 years to comply |
Other Directorships & Interlocks
| Company | Relationship to FBIN | Potential Interlock/Conflict Considerations |
|---|---|---|
| American Eagle Outfitters (AEO) | Apparel retail; distinct from FBIN’s home/security categories | No FBIN‑disclosed related transactions; independence preserved . |
| Cooper’s Hawk (Private) | Hospitality/restaurant | No FBIN‑disclosed related transactions . |
| Duluth Holdings (Former) | Apparel retail | Past service; no current related transactions . |
Expertise & Qualifications
- Brand building and innovation; digital and e‑commerce leadership across consumer businesses .
- Public company CEO experience; IPO execution; marketing leadership .
- Current public board experience (AEO) and private board governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Stephanie Pugliese | 5,107 | ~0.004% (5,107 / 121,228,859 outstanding) |
Notes: FBIN director ownership guidelines (5× cash retainer) apply company‑wide; FBIN states all directors meet or are within the permitted five‑year window . Anti‑hedging/pledging policy in effect .
Governance Assessment
- Board effectiveness: Independent director with >90% attendance and active Audit/Comp participation; signed Audit Committee report, signaling robust oversight of financial reporting and ERM/cyber risks .
- Alignment and incentives: Director pay mix balanced with equity retainer and stringent ownership guidelines; anti‑hedging/pledging enhances alignment .
- Independence and conflicts: No related‑party transactions disclosed involving Pugliese; multiple outside boards noted but no Company‑reported conflicts; independence affirmed .
- Compensation oversight signal: 2024 Say‑on‑Pay support fell to 71%; Compensation Chair led shareholder outreach; program reverted certain temporary changes (e.g., PSA max back to 200%); watch continuing responsiveness and target rigor—positive governance response but support below historical average .
- Consultant independence: WTW serves as independent compensation consultant ($256k to the Committee; $1.17M for separate management services), reviewed annually for independence—typical structure, but investors often monitor such dual engagements .
RED FLAGS: None disclosed for Pugliese (no related‑party transactions, pledging/hedging prohibited). Monitoring items include lower 2024 Say‑on‑Pay support and dual WTW engagements (Committee vs. management services), though independence review is in place .