Karen Bowman
FIVE BELOWAbout Karen Bowman
Independent director of Five Below (FIVE) since January 2024; age 61. Previously Deloitte Global Boardroom and Executive Program Leader; US Vice Chair and National Sector Leader for Automotive and Transportation, Hospitality & Services; board member of US Deloitte and Deloitte Consulting LLP. Education: JD, Wake Forest University; BA, Political Science, University of Oklahoma. The board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte (Global) | Global Boardroom and Executive Program Leader | Prior to 2024 | Led boardroom/executive programs; strategy alignment focus |
| Deloitte (US) | Vice Chairman; National Sector Leader (Automotive; THS) | Prior to 2024 | Sector leadership; consumer focus |
| US Deloitte Board | Director | Prior to 2024 | Board experience |
| Deloitte Consulting LLP | Board Director | Prior to 2024 | Governance oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Deloitte (US/Global) | Vice Chair; Program Leader; Sector Leader | Private (partnership) | Not a public company board |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee (NCGC); not on Audit or Compensation committees. NCGC chair is Kathleen Barclay .
- Independence: Determined independent by the board; satisfies committee independence standards .
- Attendance and engagement: Board held 7 meetings in fiscal 2024; Audit 6; Compensation 4; NCGC 3. Each director attended at least 75% of aggregate meetings; independent directors meet in executive session at least twice per year .
- 2025 shareholder support: Elected with 43,767,441 “For” votes; 191,768 “Against”; 43,264 abstentions (broker non-votes 2,893,240) .
- Say-on-pay signal: Prior year (June 2024) say‑on‑pay approval ~96% according to proxy; 2025 vote counts were 42,421,538 “For”, 1,435,615 “Against”, 145,320 abstentions (broker non‑votes 2,893,240) .
Fixed Compensation
| Component | FY2024 Amount | Terms/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly | Increased from $85,000 effective June 11, 2024 |
| Additional cash retainer (extra time on board matters) | $30,000 | FY2024 | Board‑approved for Bowman and Ryan for time beyond ordinary duties |
| Equity grant (annual RSUs) | $175,000 | Vests at next annual meeting | Increased from $165,000 effective June 11, 2024 |
| RSUs outstanding at FY-end | 1,454 units | Vest at annual meeting | Units per non‑employee director including Bowman |
| Committee chair fees (reference) | Audit $35k; Comp $30k; NCGC $25k | Paid quarterly | Bowman is not a chair |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based awards | None disclosed for directors; annual director equity is time‑based RSUs vesting at the next annual meeting |
| Initial appointment equity | 338 RSUs granted at appointment (vest at next annual meeting) |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed (public companies) | — | No public company directorships disclosed for Bowman; no 404(a) related‑party transactions reported upon appointment |
Expertise & Qualifications
- 30+ years professional/consulting experience across industries with a consumer focus; business transformation leadership; alignment of people and business strategies .
- Legal and policy training (JD; BA in Political Science) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 1,792 | Less than 1% of outstanding shares |
| RSUs outstanding | 1,454 | Vest on the date of the Annual Meeting |
| Ownership guidelines (directors) | ≥5x highest annual cash retainer | Compliance measured annually; all directors for whom guidelines were effective were in compliance as of Jan 2, 2025 |
| Hedging/Pledging | Prohibited | Covered by Insider Trading Policy |
Governance Assessment
- Strengths: Independent director; sits on NCGC overseeing governance and sustainability; strong shareholder support in 2025; attendance threshold met; equity alignment via RSUs and director stock ownership guidelines; prohibitions on hedging/pledging support alignment .
- Engagement signal: Board approved an additional $30,000 cash retainer to Bowman for time commitments beyond ordinary duties in FY2024, indicating high engagement in board matters .
- Conflicts: Company disclosed no related‑party transactions involving Bowman upon appointment; independence confirmed; no public‑company interlocks disclosed that would imply supplier/customer conflicts .
- Watch items: Significant external leadership responsibilities at Deloitte could pose time‑commitment considerations; however, attendance thresholds were met and additional retainer reflects active involvement .
Overall, Bowman's governance profile reflects independence, active NCGC participation, and strong shareholder confidence; compensation structure is standard for directors with modest cash and time‑based equity, and policy safeguards limit misalignment via hedging/pledging .