William Fisher
About William S. Fisher
Independent director (since 2009), age 67. Founder and CEO of Manzanita Capital Limited (since 2001) and Executive Vice Chairman of Pisces, Inc. (since June 2016). Former Gap Inc. executive (1986–1998), including President of the International Division; brings global retail experience and risk oversight expertise to the board . The board affirmatively determined his independence under SEC/NYSE rules despite significant family ownership and prior employment more than 20 years ago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gap, Inc. | Various executive positions, including President, International Division | 1986–1998 | Global retail operating leadership |
| Manzanita Capital Limited | Founder & CEO | 2001–present | Private equity; consumer/retail investing |
| Pisces, Inc. | Executive Vice Chairman | Jun 2016–present | Family investment entity leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Space NK (private) | Director | N/A | Private retail company board service |
| Diptyque (private) | Director | N/A | Private retail company board service |
| Other public company boards | — | — | None (0) |
Board Governance
- Committee assignments: None .
- Independence: Determined independent by the board; prior employment >20 years ago and significant stock ownership do not preclude independence under NYSE guidance .
- Attendance: Each director attended at least 75% of meetings of the board/committees on which they served in fiscal 2024; all 12 directors attended the 2024 Annual Meeting .
- Director stock ownership guidelines: Minimum holdings equal to 5× annual base retainer within 3 years; all directors are either in compliance or on track as of the proxy date .
- Hedging/pledging: Prohibited for directors; preclearance required for trades; no pledging allowed .
Fixed Compensation
| Component (USD) | 2024 | 2025 |
|---|---|---|
| Annual cash retainer | $90,000 | $95,000 |
| Committee membership fees | $0 (no committees) | $0 (no committees) |
| Committee chair fees | $0 | $0 |
| Equity grant (stock units; fully vested, 3-year deferral) | $169,977 grant-date fair value | $185,000 annual stock unit value per policy (continuing directors) |
| All other compensation | $20,200 (gift match $15,000; merchandise gift cards $5,200) | N/A |
Notes:
- Director equity awards are granted annually (typically June 30) as fully vested stock units subject to a 3-year deferral; dividend equivalents accrue and are reinvested during deferral .
- No option awards were granted; none outstanding at FY2024 year-end for non-employee directors .
Performance Compensation
| Item | Disclosure |
|---|---|
| Annual bonus | None disclosed for non-employee directors |
| Performance-conditioned equity | None for directors; stock units are fully vested at grant, subject to 3-year deferral (no performance metrics) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | 0 |
| Compensation committee interlocks | None disclosed for William S. Fisher |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Extensive global retail operating experience; served as President of Gap Inc.’s International Division .
- Risk oversight expertise from private company boards (Space NK, Diptyque) and investment leadership roles .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock beneficially owned | 61,600,238 shares |
| Stock units/awards vesting within 60 days | 49,199 shares |
| Total beneficial ownership | 61,649,437 shares |
| Ownership as % of outstanding | 16.37% |
Breakdown of holdings (per footnote):
- Trustee (sole dispositive/voting): 19,630,768 shares
- Community property with spouse (shared): 55,850 shares
- Co-trustee (shared power): 10,011,478 shares
- Proxies (sole voting, another has dispositive): 7,697,788 shares
- Charitable trusts (co-trustee shared power): 2,189,354 shares
- Delaware limited partnerships (sole dispositive/voting): 22,015,000 shares
- Stock units (deferred; would be issued upon ceasing as director): 49,199 shares
Family holdings context:
- Removing double-counted shares across Fisher family vehicles yields aggregate beneficial ownership of 38.51% by Robert J., William S., John J. Fisher and charitable entities for which one or more is trustee .
Policy safeguards:
- Hedging and pledging of Company stock are prohibited for directors .
- Directors must meet 5× retainer stock ownership guideline within 3 years .
Insider Trades (Recent)
| Date | Shares | Price (weighted avg) | Value | Post-transaction holdings (selected) | Source |
|---|---|---|---|---|---|
| Sep 15, 2025 | 200,000 | $23.8626 | $4,772,520 | Direct ~15,936,065; plus LP/trust/spouse holdings | |
| Sep 4, 2025 | 243,064 | $23.8154 | $5,788,666 | Direct ~15,936,165; plus LP/trust/spouse holdings |
Compliance:
- Company policy requires preclearance and prohibits trading during blackout periods; hedging/pledging prohibited .
Governance Assessment
- Independence and governance: The board’s explicit independence determination (despite significant ownership and prior employment) and majority-independent composition are positives for oversight . He holds no committee roles, reducing risks of undue influence over audit/compensation governance .
- Ownership alignment: Very substantial beneficial ownership (16.37%) aligns incentives with shareholders; deferred director stock units add further alignment . Anti-hedging/pledging policies and director ownership guidelines strengthen alignment .
- Attendance/engagement: Meets attendance expectations (≥75%); directors attended the 2024 Annual Meeting, supporting engagement .
- Compensation structure: Director pay is standard market structure (cash retainer + fully vested deferred stock units; no performance pay), minimizing short-termism risks; no options outstanding .
- Potential conflicts/RED FLAGS:
- Concentrated Fisher family ownership (aggregate 38.51% after double-count removal) can influence voting outcomes and board dynamics; continued robust independent oversight and executive sessions mitigate but do not eliminate this risk .
- Related-party transactions: None required to be disclosed under Item 404(a) (mitigates conflict risk) .
- Pledging/hedging: Prohibited (mitigates alignment concerns) .
- Shareholder feedback: Say-on-Pay received ~97% approval at the 2024 Annual Meeting, indicating general investor support for compensation practices; board conducts regular shareholder outreach .
Say-on-Pay & Peer Group (Context)
- Say-on-Pay approval: ~97% in 2024; committee retained pay-for-performance framework .
- Compensation peer group (context for broader governance benchmarking): Retail peers including TJX, Ross, Macy’s, PVH, Levi’s, etc. .
Related Party Transactions
- Policies: Audit & Finance Committee reviews/approves related party transactions; Compensation Committee oversees executive/director compensation .
- Disclosure: No transactions required under Item 404(a) for fiscal 2024 .