Kathleen S. Barclay
FIVE BELOWAbout Kathleen S. Barclay
Independent director of Five Below since 2015; age 69. Former Senior Vice President of Human Resources at The Kroger Co. (2009–2016) and Vice President, Global Human Resources at General Motors (1998–2009), with broader GM leadership from 1985–2010 . She is classified as independent under Nasdaq rules and Five Below’s board determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kroger Co. | Senior Vice President, Human Resources | 2009–2016 | Oversaw HR at a ~$100B retailer; cited as rationale for board service |
| General Motors | Vice President, Global Human Resources; multiple leadership roles | 1998–2009 (VP HR); 1985–2010 (leadership) | Global HR leadership at a multinational automaker; cited as qualification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kontoor Brands | Director | 2019–2023 | Prior public company directorship |
Board Governance
- Independence: Determined independent (Nasdaq) by the board .
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee Chair (since June 2021) .
- Executive sessions: Independent directors meet at least twice per year; chaired by the Nominating & Corporate Governance Committee Chair (i.e., Ms. Barclay) .
- Attendance: In fiscal 2024, each director attended at least 75% of aggregate board and applicable committee meetings; all directors then serving attended the 2024 annual meeting .
- 2025 election support: Votes For 41,679,611; Against 2,280,107; Abstain 42,755; broker non-votes 2,893,240 .
- Say-on-pay environment: ~96% approval in June 2024; 2025 say-on-pay For 42,421,538; Against 1,435,615; Abstain 145,320; broker non-votes 2,893,240 .
Fixed Compensation
Policy amounts (pre/post June 11, 2024):
| Component | Pre-2024 (FY 2023 policy) | From June 11, 2024 |
|---|---|---|
| Annual cash retainer (non-employee director) | $85,000 | $90,000 |
| Committee Chair – Audit | $30,000 | $35,000 |
| Committee Chair – Compensation | $25,000 | $30,000 |
| Committee Chair – Nominating & Corporate Governance | $20,000 | $25,000 |
| Annual equity grant (RSUs) | $165,000 FMV, vests at next annual meeting | $175,000 FMV, vests at next annual meeting |
Actual compensation (Kathleen S. Barclay):
| Year | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 105,000 | 164,845 | 269,845 |
| 2024 | 111,000 (includes chair fees; part taken in stock) | 174,945 | 285,945 |
Notes:
- Barclay elected to receive $56,935 of fees in Company stock in 2024, increasing alignment .
- Annual equity grants vest on the next annual meeting date; chair fee applicable for NCGC Chair .
Performance Compensation
Director equity is time-based (no performance metrics). RSU details and vesting:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual director RSU grant FMV ($) | $165,000; vests at next annual meeting | $175,000; vests at next annual meeting |
| Barclay stock awards recognized ($) | 164,845 | 174,945 |
| RSUs outstanding at year-end (units) | 860 (vest on annual meeting) | 1,454 (vest on Annual Meeting) |
Ownership/holding requirements affecting incentives:
- Director stock ownership guideline: ≥5x highest annual cash retainer; compliance as of January 2, 2025 for all covered directors .
- Hedging/pledging: Prohibited for covered persons (directors included) per insider trading policy .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | None disclosed current; prior: Kontoor Brands (2019–2023) |
| Notable network ties | Prior Kroger senior role; another Five Below director (Ronald L. Sargent) is Interim CEO/Chair at Kroger, suggesting a network link but not a related-party transaction |
| Related-party transactions | None identified during or subsequent to fiscal 2024 per policy |
Expertise & Qualifications
- Senior HR leadership at scale (Kroger) and global HR at GM; experience cited by board in nominating rationale .
- Qualifications matrix includes financial literacy and risk oversight among board nominees (aggregate skills table) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Kathleen S. Barclay | 9,371 | <1% | Includes 1,454 RSUs vesting within 60 days of April 15, 2025 |
Policies and alignment:
- Director guideline ≥5x annual cash retainer; all covered directors in compliance as of January 2, 2025 .
- Hedging and pledging prohibited; margin purchases prohibited .
Governance Assessment
- Strengths: Long-tenured independent director with deep HR/organizational expertise; chairs NCGC and leads executive sessions; documented independence; meets attendance expectations; strong shareholder support in 2025 election; compensation mix includes equity with RSUs vesting annually, plus voluntary stock election of cash fees (alignment) .
- Committee influence: Active on Compensation Committee; signatory to Compensation Committee Report; contributes to pay practices oversight and CD&A inclusion .
- Alignment safeguards: Robust director ownership guidelines; clawback policies for executives; hedging/pledging prohibitions; related-party transaction policy with audit committee oversight; no related-party transactions reported .
- Watch items (not red flags): Historic Kroger affiliation with concurrent presence of a current Kroger executive (Sargent) on Five Below’s board suggests a network interlock; however, independence affirmed and no related-party transactions disclosed. Monitor for any future business dealings or committee reassignments that could create conflicts .
Appendices (Signals and Engagement)
- 2025 shareholder votes: Barclay received 41,679,611 For vs 2,280,107 Against; overall meeting: say-on-pay For 42,421,538; board determined annual frequency for say-on-pay going forward .
- Board/committee meeting cadence in FY 2024: Board 7; Audit 6; Compensation 4; NCGC 3; ≥75% attendance threshold met by all directors .
- Director compensation policy: Increases effective June 11, 2024; no anticipated changes for FY 2025 .