Richard L. Markee
FIVE BELOWAbout Richard L. Markee
Richard L. Markee (age 71) is an independent director of Five Below, serving on the board since May 2016; he brings extensive multi-decade retail leadership, including prior CEO/Chair roles and deep operating experience across specialty and big-box retail segments . He is an Audit Committee member and designated “audit committee financial expert,” reflecting strong financial oversight credentials; he is not an employee of Five Below and has been affirmed independent under Nasdaq rules . Markee currently also serves on the board of Macy’s, Inc., adding large-scale retail governance perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vitamin Shoppe, Inc. | Non‑Executive Chairman | Jan 2016 – Jun 2016 | Governance continuity during leadership transition |
| Vitamin Shoppe, Inc. | Executive Chairman | Apr 2011 – Jan 2016 | Strategy oversight; executive leadership |
| Vitamin Shoppe, Inc. | Chief Executive Officer & Chairman | Sep 2009 – Apr 2011 | Full operational leadership |
| Toys “R” Us, Inc. | Vice Chair; President, Babies “R” Us and U.S./International Operations | Aug 2004 – Nov 2006; senior roles 1998 – Nov 2006 | Large-scale retail operations and multi-division leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Director | Current | Not disclosed in Five Below proxy |
| Collective Brands, Inc. | Director | Prior | Not disclosed |
| The Sports Authority, Inc. | Director | Prior | Not disclosed |
| Dorel Industries | Director | Prior | Not disclosed |
| Toys “R” Us | Director | Prior | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee comprises Vaughn, Washington, Lathi (Chair), and Markee .
- Expertise: Board determined Markee is an audit committee financial expert and financially sophisticated per SEC/Nasdaq standards .
- Independence: Board affirmed Markee is independent under Nasdaq rules .
- Attendance: The board met 7 times in FY2024; Audit 6, Compensation 4, Nominating & Corporate Governance 3; each director attended ≥75% of meetings on committees they served; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least twice per year, chaired by the Nominating & Corporate Governance Committee chair .
- Related-party oversight: Audit Committee approves related-party transactions; none identified during or subsequent to FY2024 .
Fixed Compensation
Director compensation framework (effective June 11, 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly; prorated for partial service |
| Audit Chair retainer | $35,000 | Paid quarterly; prorated |
| Compensation Chair retainer | $30,000 | Paid quarterly; prorated |
| Nominating & Corporate Governance Chair retainer | $25,000 | Paid quarterly; prorated |
| Annual equity grant (RSUs) | $175,000 fair value | Vesting on next annual meeting date |
| Cash retainer election in stock | Optional | Directors may elect shares in lieu of cash |
| Meeting fees | None | Travel reimbursement permitted |
Richard L. Markee – FY2024 actual director pay:
| Metric | FY2024 | Details |
|---|---|---|
| Fees earned/paid in cash ($) | $88,000 | Elected to receive $86,815 of fees in stock |
| Stock awards ($) | $174,945 | RSUs; grant-date fair value (ASC 718) |
| Total ($) | $262,945 | Sum of cash and stock awards |
| RSUs outstanding (units) | 1,454 units | Vest on Annual Meeting date |
Performance Compensation
| Award Type | Performance Metric(s) | Weight | Vesting |
|---|---|---|---|
| Director RSUs | None (time‑based only) | 100% | Vests at next annual meeting (one‑year) |
Five Below does not grant performance‑based equity or cash incentives to non‑employee directors; compensation is cash + time‑based RSUs only .
Other Directorships & Interlocks
- Current public company board: Macy’s, Inc. (Director) .
- Prior public/private boards: Collective Brands, The Sports Authority, Dorel Industries, Toys “R” Us .
- Interlocks/conflicts: Five Below’s related‑party policy requires audit committee review of director‑involved transactions ≥$120,000; none identified for FY2024 or thereafter in the proxy .
- Hedging/pledging restrictions: Company policy prohibits short sales, derivatives, hedging, and pledging of Company stock by directors .
Expertise & Qualifications
- Retail industry leadership across specialty and big‑box formats; CEO/Chair experience at Vitamin Shoppe; senior operating roles at Toys “R” Us .
- Financial oversight designation as audit committee financial expert; meets Nasdaq financial sophistication .
- Broader board experience across multiple consumer/retail companies, enhancing risk oversight and governance depth .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 14,166 | As of April 15, 2025 |
| Ownership % of shares outstanding | <1% | 55,055,966 shares outstanding |
| RSUs outstanding | 1,454 units | Vest at Annual Meeting |
| Director stock ownership guideline | ≥5× highest annual cash retainer | Measured annually; five‑year compliance window |
| Compliance status (directors) | All non‑employee directors in compliance as of Jan 2, 2025 | Based on guideline measurement |
| Hedging/pledging | Prohibited | Insider Trading Policy restrictions |
Governance Assessment
- Strengths: Independent status; Audit Committee membership with “financial expert” designation; strong attendance (≥75% board/committee; full annual meeting attendance); alignment via equity grants and election to receive fees in stock; compliance with robust director ownership guidelines; prohibitions on hedging/pledging reduce misalignment risk .
- Compensation structure: Market‑aligned non‑employee director pay (cash retainer + time‑based RSUs), no performance or meeting fees; no changes anticipated for FY2025, signaling stability .
- Conflicts/related parties: Audit Committee oversees related‑party transactions; none identified during or subsequent to FY2024; no family relationships with directors/executives disclosed, reducing conflict risk .
- Shareholder sentiment: Say‑on‑pay received ~96% approval in June 2024, indicating strong investor support for compensation governance; annual say‑on‑pay cadence maintained .
RED FLAGS: None evident in proxy disclosures for Markee—no related‑party transactions, hedging or pledging; attendance thresholds met; compensation is standard for independent directors . Potential monitoring area: external Macy’s board service—no conflicts disclosed, but continue to review for any future commercial intersections requiring audit committee oversight .