Michael F. Devine, III
FIVE BELOWAbout Michael F. Devine, III
Independent director since 2013; age 66. Former Executive Vice President and Chief Financial Officer of Coach, Inc. (CFO since December 2001; EVP & CFO August 2007–retired August 2011). Currently Chair of the Compensation Committee at Five Below; extensive retail finance and board experience including chairing at Deckers Outdoor Corporation. Tenure and credentials position him as a financially literate, governance-focused director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coach, Inc. | Chief Financial Officer | Dec 2001–Aug 2011 | Elevated to EVP & CFO Aug 2007; retired Aug 2011 |
| Talbots | Director | Prior (dates not disclosed) | Board service (historical) |
| Sur La Table | Director | Prior (dates not disclosed) | Board service (historical) |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Deckers Outdoor Corporation | Chairman of the Board | Current | Audit Committee; Compensation Committee |
| Express, Inc. | Director | Prior | Audit Committee member |
| Nutrisystem, Inc. | Director | Prior | Audit Committee member |
Board Governance
- Independence: Board determined Devine is independent under Nasdaq rules; also independent for Compensation Committee service.
- Committee assignments: Compensation Committee member and Chair since June 2022.
- Attendance: Board met 7 times in FY2024; Compensation Committee met 4 times. Each director attended at least 75% of board and committee meetings; all directors then serving attended the 2024 annual meeting. Independent directors hold executive sessions at least twice per year.
- Risk oversight: Compensation Committee oversees executive pay risk; Audit Committee oversees financial and cybersecurity risk; Nom/Gov manages board independence risk.
Fixed Compensation
Director pay structure (effective June 11, 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly; pro-rated for partial quarters |
| Compensation Committee Chair fee | $30,000 | Paid quarterly; increased from $25,000 |
| Annual equity grant (RSUs) | $175,000 | Vests at next annual meeting; increased from $165,000 |
| Meeting fees | $0 | No per-meeting fees; travel reimbursed |
| Optional stock-in-lieu of cash | Available | Directors may elect cash retainer in stock |
Devine’s FY2024 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael F. Devine, III | $116,000 | $174,945 | $290,945 |
Performance Compensation
- Annual director equity: RSUs valued at $175,000 that vest on the date of the next annual meeting. Devine had 1,454 RSUs outstanding at FY-end, scheduled to vest at the Annual Meeting. No performance-based equity for directors.
| Award Type | Units Outstanding (FY-end) | Vesting Terms | Grant Value (FY2024) |
|---|---|---|---|
| Director RSUs | 1,454 | Vest at next annual meeting date | $174,945 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Indicator |
|---|---|---|
| Deckers Outdoor Corporation | Chairman; Audit & Compensation Committees | No related-party transactions disclosed between Five Below and Deckers; audit committee approves any such transactions per policy |
- Related-party transactions: “No related party transactions” identified for FY2024 or subsequently under the company policy.
Expertise & Qualifications
- Former CFO and EVP of Coach; extensive retail finance, board and committee experience; current Chairman at Deckers with audit and compensation exposure. Board cited his retail industry experience and executive background as rationale for service.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Michael F. Devine, III | 18,961 | <1% | Business address: c/o Five Below HQ |
- Director stock ownership guidelines: Each non-employee director must hold Five Below stock ≥ 5x the highest annual cash retainer; as of Jan 2, 2025, all covered directors were in compliance.
- Hedging/pledging: Company prohibits hedging and pledging of company securities; margin purchases also prohibited.
Governance Assessment
- Strengths: Independent status; Chair of Compensation Committee since 2022; strong board attendance and engagement; robust policies (clawbacks for executives, hedging/pledging bans); director ownership guidelines with full compliance; high shareholder support on Say-on-Pay (~96% in 2024). These support investor confidence in pay governance and board effectiveness.
- Potential watch items: Significant external commitments (Deckers Chair plus committee roles) could pose time-allocation considerations; however, Five Below disclosed no related-party transactions and maintains audit committee pre-approval for such matters. No pledging allowed by policy, mitigating alignment risks.
Overall, Devine’s profile reflects a financially seasoned, independent director leading compensation oversight, with alignment mechanisms (ownership guidelines; equity retainer) and risk controls (hedging/pledging bans), and no disclosed conflicts—supportive of board credibility with investors.