Mimi E. Vaughn
FIVE BELOWAbout Mimi E. Vaughn
Mimi E. Vaughn, 58, is an independent director of Five Below (since September 2023) and serves on the Audit Committee; she is President, Chief Executive Officer, and Chair of the Board at Genesco Inc. (NYSE: GCO) with prior leadership roles spanning strategy, shared services, CFO, COO, and CEO at Genesco, preceded by consulting at McKinsey and operating roles at Link2Gov (acting CFO) . The board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesco Inc. | President & CEO; Chair of the Board | CEO effective Feb 2, 2020; Director since Oct 30, 2019; Chair (current) | Senior leadership in multi‑brand specialty retail with focus on teen customer |
| Genesco Inc. | SVP & COO; also SVP–Finance & CFO (until successor) | COO named May 2019; retained CFO until June 2019 | Oversaw operations; sustained finance leadership during transition |
| Genesco Inc. | SVP–Finance & CFO | Feb 2015 | Finance leadership |
| Genesco Inc. | SVP, Strategy & Shared Services (IT, HR) | Apr 2009 | Enterprise functions oversight |
| Genesco Inc. | SVP, Strategy & Business Development | Oct 2006 | Corporate strategy lead |
| Genesco Inc. | VP, Strategy & Business Development | Sep 2003 | Corporate strategy |
| Link2Gov (Nashville) | EVP, Business Development & Marketing; Acting CFO | 2000–2001 | Early-stage operating/finance leadership |
| McKinsey & Company (Atlanta) | Consultant | 1993–1999 | Strategy consulting |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Genesco Inc. (NYSE: GCO) | President, CEO & Chair of the Board | Public | Parent of teen retail leader Journeys |
Board Governance
- Committee assignments: Member, Audit Committee (with D. Lathi—Chair, R. Markee, Z. Washington) .
- Independence: Board determined Ms. Vaughn is independent under Nasdaq standards .
- Attendance and engagement: In FY2024, the board met 7x; committees: Audit 6x, Compensation 4x, NCGC 3x; each director attended at least 75% of applicable meetings; independent directors hold executive sessions at least twice per year; all directors attended the 2024 annual shareholder meeting .
- Hedging/pledging restrictions: Company prohibits short sales, derivatives, hedging, pledging, and margin accounts for covered persons (including directors) .
- Related party controls: Audit Committee must pre‑approve/ratify related party transactions >$120k; none identified during or subsequent to fiscal 2024 requiring disclosure .
Fixed Compensation
| Component | Policy/Amount | Timing/Notes |
|---|---|---|
| Annual Cash Retainer (Non‑employee Director) | $90,000 (raised from $85,000 effective June 11, 2024) | Paid quarterly; pro‑rated for partial service |
| Committee Chair Retainers | Audit Chair $35,000; Compensation Chair $30,000; NCGC Chair $25,000 (each +$5,000 in 2024) | Paid quarterly; pro‑rated |
| Chair of Board (non‑exec) Additional Cash | $80,000 | Paid quarterly |
| Meeting Fees | None; travel reimbursed | — |
| Director Compensation FY2024 (M. E. Vaughn) | Cash fees: $88,000; All other comp: $0; Total: $262,945 | Vaughn elected to receive $44,574 of fees in Company stock |
Performance Compensation
| Equity Element | Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (standard) | $175,000 FMV (raised from $165,000 in 2024) | Vests at next annual meeting | Additional $150,000 RSUs for non‑exec Chair (if applicable) |
| FY2024 Stock Awards (M. E. Vaughn) | $174,945 | Vests on the 2025 annual meeting date (for FY2024 grant cohort) | No meeting fees; option to take cash retainer in shares |
Directors do not have performance metrics tied to annual equity; awards are time‑based RSUs with one‑year vesting aligned to the next annual meeting .
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Notes |
|---|---|---|
| Genesco Inc. | President, CEO & Chair | No Five Below related‑party transactions disclosed; Audit Committee oversees any related party reviews . |
Expertise & Qualifications
- Multi‑brand specialty retail leadership with teen customer focus; extensive strategy, operations, finance (CFO) and CEO experience at Genesco .
- Prior management consulting foundation (McKinsey) and operating/finance experience at Link2Gov (acting CFO) .
- Financial literacy sufficient for Audit Committee service (all members meet SEC/Nasdaq financial literacy; Lathi/Markee designated “financial experts”) .
Equity Ownership
| Metric | Value | As of/Notes |
|---|---|---|
| Beneficial ownership (FIVE common) | 2,697 shares; <1% | As of April 15, 2025; 55,055,966 shares o/s |
| Outstanding Director RSUs (FY-end) | 1,454 units (per non‑employee director) | FY2024 year‑end cohort; vests at 2025 annual meeting |
| Director Stock Ownership Guideline | ≥5x highest annual cash retainer (i.e., 5× $90,000) | 5‑year attainment window; as of Jan 2, 2025, all non‑employee directors for whom the guidelines were effective were in compliance |
| Hedging/Pledging | Prohibited | Short sales, derivatives, hedging, pledging, margin accounts are barred |
Governance Assessment
-
Strengths
- Independent director with deep, directly relevant teen/specialty retail operating, finance, and CEO experience; sits on Audit Committee, supporting financial oversight .
- Strong alignment through equity: standard annual RSU grant; option to take fees in stock (Vaughn elected ~$44.6k in stock in FY2024) .
- Robust guardrails: prohibitions on hedging/pledging; related‑party review policy; clawback policy at the company; director stock ownership guidelines .
- Engagement: Board/committee attendance threshold met by all directors; independent executive sessions at least twice annually; full director attendance at 2024 annual meeting .
- Shareholder sentiment: Say‑on‑Pay support ~96% at June 2024 meeting, signaling broad confidence in governance/compensation practices (company‑wide signal) .
-
Potential Watch Items (no red flags disclosed)
- External CEO/Chair role at Genesco adds time demands; however, no related‑party transactions with Five Below disclosed and independence affirmed .
- Not designated an “audit committee financial expert” (two other members are), but meets financial literacy standards for Audit Committee service .
-
RED FLAGS
- None disclosed: no related‑party transactions, no pledging/hedging, no attendance shortfalls reported .