Dinesh S. Lathi
FIVE BELOWAbout Dinesh S. Lathi
Independent director of Five Below since March 2018; age 54 as of the 2025 proxy. Former CEO of Tailored Brands; long tenure across consumer tech, e‑commerce, and retail operations. Audit Committee financial expert and current Audit Committee Chair. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tailored Brands, Inc. | President & CEO; Executive Chair; Non‑Executive Chair; Director | CEO: Mar 2019–Mar 2021; Exec Chair: Aug 2018–Mar 2019; Non‑Exec Chair: Apr 2017–Aug 2018; Director since Mar 2016 | Led restructuring; company filed Chapter 11 in Aug 2020 and emerged Dec 2020 |
| One Kings Lane | CEO; COO; CFO | 2011–2016 (CEO 2014–2016) | Led digital home décor scale‑up |
| eBay | Vice President (Buyer & Seller Experience) | Prior to 2011 | Consumer marketplace operations experience |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Francisco Partners Consulting | Senior Operating Partner | Current | Private equity operating leadership |
| Interior Logic Group | Chairman of the Board | Current | National provider of interior design/installation for builders |
| MyFitnessPal | Director; Interim CEO | Interim CEO Jun 2023–Jan 2024; Director current | Nutrition/food tracking app leadership |
| The Weather Company | Chairman | Current | The world’s most accurate weather forecaster |
| Rugs USA | Interim CEO | Jan–Dec 2022 | E‑commerce rugs/home décor |
Board Governance
- Independence: Board determined Lathi is independent under Nasdaq rules.
- Committees: Audit Committee (Chair since June 2022); Audit members are Vaughn, Washington, Lathi, Markee. Board has determined Lathi and Markee are Audit Committee financial experts.
- Attendance/engagement: In fiscal 2024, Board held 7 meetings; Audit 6; Compensation 4; Nominating & Corporate Governance 3. All directors attended at least 75% of aggregate meetings; independent directors meet in executive session at least twice per year (chaired by the NCGC Chair).
- Governance structure: Board declassified beginning at the 2025 annual meeting; all directors elected annually to one‑year terms.
- Hedging/pledging: Company prohibits hedging, pledging, short sales, derivatives transactions, and margin accounts for covered persons (including directors).
- Related-party transactions: None identified during or subsequent to fiscal 2024; no transactions required to be reported.
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer (policy) | $85,000 | $90,000 | Increased effective June 11, 2024 |
| Audit Committee Chair Fee (policy) | $30,000 | $35,000 | Increased effective June 11, 2024 |
| Director Equity Grant (policy) | $165,000 RSUs; vest at next annual meeting | $175,000 RSUs; vest at next annual meeting | Increased effective June 11, 2024 |
| Director Meeting Fees | None (no meeting fees) | None (no meeting fees) | Directors may receive cash retainer in stock |
| Lathi—Fees Earned (actual) | $115,000 | $121,000 (part elected in stock) | Elected to receive part of fees in shares ($114,412 in FY23; $115,597 in FY24) |
| Lathi—Stock Awards (actual) | $164,845 | $174,945 | Annual RSUs for directors |
| Lathi—Total (actual) | $279,845 | $295,945 | Year‑over‑year increase |
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director Performance‑based Pay | Not applicable | None | Five Below’s non‑employee directors receive time‑based RSUs; no performance metrics tied to director equity; no cash bonus or option awards for directors. |
Other Directorships & Interlocks
| Entity | Public/Private | Potential Interlock/Conflict with FIVE |
|---|---|---|
| Interior Logic Group (Chair) | Not disclosed in proxy | Building industry design/install; limited direct overlap with specialty discount retail |
| MyFitnessPal (Director; former Interim CEO) | Not disclosed in proxy | Consumer health app; limited overlap with FIVE’s retail operations |
| The Weather Company (Chair) | Not disclosed in proxy | Weather data/media; no apparent conflict with FIVE |
| Rugs USA (former Interim CEO) | Not disclosed in proxy | E‑commerce home décor; limited overlap |
| Tailored Brands (former CEO/Chair/Director) | Public during tenure | Historic role; no current disclosed transactions with FIVE |
No related‑party transactions were identified; Audit Committee reviews/approves any related party transactions per policy.
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; designated audit committee financial expert; financial sophistication under Nasdaq rules.
- Technology/e‑commerce: Senior roles at eBay, One Kings Lane, MyFitnessPal, Rugs USA; governance roles across tech‑enabled consumer businesses.
- Retail/operations: CEO and chair roles at Tailored Brands; deep consumer/retail leadership experience.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 10,767 shares (includes 1,454 RSUs vesting within 60 days of April 15, 2025) |
| Shares outstanding (for % calc) | 55,055,966 (as of record date April 15, 2025) |
| Ownership as % of outstanding | ~0.0196% (10,767 / 55,055,966; calculation) |
| RSUs vesting (near‑term) | 1,454 RSUs vest at next annual meeting |
| Options | None disclosed for directors |
| Pledging/hedging | Prohibited by policy |
| Director ownership guidelines | 5× highest annual cash retainer; all covered directors in compliance as of Jan 2, 2025 |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; robust prohibitions on hedging/pledging; no related‑party transactions; consistent attendance; declassified board enhances accountability; high shareholder support on say‑on‑pay.
- Risks/Red Flags: Tailored Brands’ Chapter 11 during prior CEO tenure (contextual track record consideration, not a disclosed conflict at FIVE).
- Compensation alignment: Director pay is standard market structure; modest YoY increases in cash retainer, chair fees, and RSU grant aligned to Meridian review; no performance pay for directors, reducing incentive misalignment risk.
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: ~96% approval at June 2024 annual meeting; ~95% at June 2023.
- Engagement: Board periodically engages major shareholders on compensation and broader ESG strategy.
Compensation Structure Analysis (Director)
| Aspect | FY 2023 → FY 2024 Change | Implication |
|---|---|---|
| Cash retainer | $85,000 → $90,000 | Market alignment; modest increase |
| Audit Chair fee | $30,000 → $35,000 | Recognizes chair workload |
| Equity grant | $165,000 → $175,000 RSUs | Maintains long‑term alignment (time‑based) |
| Guaranteed vs at‑risk | Equity remains time‑based; no director PSUs/options | Low risk of metric gaming; alignment via ownership guidelines |
Related Party Transactions & Policies
- Policy: Audit Committee reviews/approves transactions >$120,000 with directors/execs/significant holders; evaluates materiality, commercial reasonableness, and conflicts.
- FY 2024/2025: No related party transactions identified; none required to be reported.
Committee Assignments, Chair Roles, and Attendance (Director‑Specific)
| Committee | Membership | Chair | FY 2024 Meetings | Attendance Policy |
|---|---|---|---|---|
| Audit | Vaughn, Washington, Lathi, Markee | Lathi (Chair since Jun 2022) | 6 | ≥75% required; all directors met threshold |
| Compensation | Barclay, Washington, Devine (Chair), Ryan, Sargent | Devine | 4 | Same as above |
| Nominating & Corporate Governance | Barclay (Chair), Bowman, Kim, Ryan, Sargent | Barclay | 3 | Independent sessions at least twice/year |
Board declassified starting 2025; all directors elected annually.
Director Compensation (Lathi) – Detail
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned (Cash/Stock) ($) | $115,000 | $121,000 |
| Stock Awards ($) | $164,845 | $174,945 |
| Total ($) | $279,845 | $295,945 |
| Equity Units Outstanding | 860 RSUs (FY23 year‑end cohort) | 1,454 RSUs vesting at annual meeting |
Policy components: $90k cash retainer; $35k Audit Chair; $175k RSU grant; no meeting fees; optional conversion of cash retainer to stock.
Independence Status, Engagement & Director Stock Ownership Guidelines
- Independent director; meets Nasdaq standards; Audit Chair independence confirmed.
- Ownership guidelines: 5× highest cash retainer; compliance affirmed as of Jan 2, 2025.
- Shareholder engagement: Annual outreach on executive compensation and ESG.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; reduces alignment risk.
- No related‑party transactions; no disclosed conflicts.
- Board attendance and executive sessions maintained; governance processes for cybersecurity risk oversight embedded in Audit Committee.
Notes on Policies Relevant to Directors
- Insider trading/derivatives restrictions, short‑sale bans, margin account bans.
- Audit Committee oversight scope includes financial reporting, internal controls, cybersecurity, whistleblower processes, and related‑party approvals.
All information above is sourced from Five Below’s 2025 and 2024 definitive proxy statements as cited inline.