Zuhairah S. Washington
FIVE BELOWAbout Zuhairah S. Washington
Independent director of Five Below since September 2020; age 47. She is currently Senior Vice President and General Manager at Zillow Group, brings prior operating leadership at Otrium (CEO), Expedia (SVP, Global Head of Strategic Partners), Uber, and Egon Zehnder, and holds a JD/MBA from Harvard and a BA from UCLA magna cum laude . The board has determined she is independent under Nasdaq rules . She serves on both the Audit and Compensation Committees, signaling finance and human-capital oversight exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group | Senior Vice President & General Manager | Current | Senior operating leadership in consumer tech; relevant to e-commerce and digital risk oversight . |
| Otrium | President & Chief Executive Officer | Prior to Zillow (dates not specified) | Marketplace leadership; scaling and brand partnerships experience . |
| Expedia Group | SVP & Global Head of Strategic Partners, Lodging & Vacation Rentals | Jan 2019 – Aug 2021 | Platform partnerships across Expedia, Hotels.com, Orbitz, VRBO . |
| Egon Zehnder | Consultant (global management consulting/executive search) | 2018 – 2019 | Talent and leadership advisory experience . |
| Uber | Operating executive (grew businesses/startup to scale; ran a top-five U.S. market) | 2013 – 2018 | Tech-enabled operations and marketplace scaling . |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Olo Inc. | Director | Audit Committee | Current public company directorship; adds audit oversight exposure . |
Board Governance
- Independence: The board determined Washington is independent under Nasdaq standards .
- Committee assignments: Audit Committee (member; chair is Dinesh Lathi), Compensation Committee (member; chair is Michael F. Devine) .
- Attendance and engagement: In FY2024 the board met 7 times; committees met 6 (Audit), 4 (Compensation), and 3 (NCG); each director attended at least 75% of applicable meetings; independent directors meet in executive session at least twice per year .
- Board structure signal: Declassified board beginning with 2025 annual meeting; all directors elected annually—an investor-friendly governance improvement .
Fixed Compensation (Director)
| Component | Policy/Amount | Period/Terms |
|---|---|---|
| Annual cash retainer | $90,000 (raised from $85,000 effective June 11, 2024) | Paid quarterly; pro-rated for partial quarters . |
| Committee chair fees | Audit Chair $35,000; Compensation Chair $30,000; NCGC Chair $25,000 | Not applicable to Washington (not a chair) . |
| Meeting fees | None | Travel expenses reimbursed . |
| 2024 actual cash received (Washington) | $88,000 | As disclosed for FY2024 . |
Performance Compensation (Director)
| Component | Grant Value/Units | Vesting | Performance Metrics |
|---|---|---|---|
| Annual equity (non-employee directors) | $175,000 RSUs (raised from $165,000 effective June 11, 2024) | Vests on the next annual meeting date . | None; time-based only . |
| 2024 stock award (Washington) | $174,945 | Vests at 2025 Annual Meeting per policy . | |
| RSUs outstanding at FY-end (Washington) | 1,454 units | Will vest on the date of the Annual Meeting . |
Compensation mix (FY2024 disclosed): ≈33% cash ($88,000) and ≈67% equity ($174,945), aligning director pay with shareholder outcomes via stock .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|
| Olo Inc. (restaurant e-commerce platform) | External board; Audit Committee member | Company policy reports no related-party transactions requiring disclosure in or after FY2024; audit committee pre-approves RPTs; hedging/pledging prohibited . |
Expertise & Qualifications
- Digital/marketplace operating leadership (Zillow, Expedia, Uber), relevant to omnichannel risk and customer growth .
- Board-level audit exposure at Olo; financial literacy required for Audit Committee membership at Five Below per Nasdaq/SEC standards .
- Human capital and pay oversight via Compensation Committee role at Five Below .
- Education: JD/MBA, Harvard; BA magna cum laude, UCLA—strengthens legal/strategic rigor .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (FIVE) | 4,564 shares as of April 15, 2025 | <1% of outstanding . |
| Shares outstanding reference | 55,055,966 (record date for meeting) | For ownership context . |
| Ownership as % of outstanding | ~0.0083% | Derived from 4,564 / 55,055,966; values cited above . |
| Unvested RSUs (director grant) | 1,454 units at FY-end | Vests at Annual Meeting . |
| Director stock ownership guideline | 5× highest annual cash retainer (i.e., 5× $90,000) | All non-employee directors in compliance as of Jan 2, 2025 . |
| Hedging/pledging | Prohibited (short sales, derivatives, hedging, pledging, and margin) | Mitigates alignment risks . |
Governance Assessment
- Positives: Independent director with dual committee service (Audit and Compensation); audit literacy; pay and risk oversight experience; equity-heavy director pay design and ownership guidelines (compliance confirmed), plus bans on hedging/pledging support alignment .
- Board/process quality: Declassification to annual elections and strong say-on-pay support (≈96% in 2024) are constructive for investor confidence and pay-for-performance credibility .
- Conflicts/related-party: Company reports no related-party transactions in or after FY2024; audit committee oversees any such items under a formal policy .
- Engagement: Directors met attendance thresholds; independent directors hold regular executive sessions—supports oversight independence .
No governance red flags identified for Washington based on disclosed independence, attendance thresholds, committee roles, ownership alignment, and absence of related-party exposures .