Carolyn Bojanowski
GENESCOAbout Carolyn Bojanowski
Carolyn Bojanowski, 47, is Executive Vice President, Merchandising at Sephora USA (LVMH), with 20+ years at Sephora spanning e-commerce, merchandising, marketing, and omni-channel initiatives. She joined Genesco’s board effective January 29, 2023, and is considered independent under SEC/NYSE rules; the Board cites her digital, merchandising, and brand development expertise as valuable to the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sephora USA (LVMH) | EVP, Merchandising | Sep 2022–present | Leads sales across Sephora stores, Sephora.com, and Sephora inside Kohl’s; extensive work with 200+ brands; omni-channel leadership |
| Sephora USA | SVP & GM, e-commerce | Jun 2020–Sep 2022 | Drove e-commerce growth; digital partnerships; payment innovations; BOPIS and same-day delivery |
| Sephora USA | SVP, Dotcom Merchandising & Gift Cards | Mar 2020–Jun 2020 | Digital merchandising leadership |
| Sephora USA | VP, Sephora.com Merchandising | Jan 2017–Mar 2020 | Elevated digital client experience in U.S. and Canada |
External Roles
| Organization | Role | Public company? | Notes |
|---|---|---|---|
| Sephora USA (LVMH) | EVP, Merchandising | No (division of LVMH) | Current operating executive role; no GCO-related party transactions disclosed |
| Other public company boards | — | — | None disclosed in GCO proxy |
Board Governance
- Independence: The Board determined Ms. Bojanowski is independent under applicable SEC and NYSE rules .
- Committee assignments: Member, Nominating & Governance Committee (Chair: Joanna Barsh) .
- Attendance: Board met 6 times in Fiscal 2025; no director attended fewer than 75% of Board and committee meetings on which they served .
- Committee activity levels: Nominating & Governance met 4 times; Compensation met 7 times; Audit met 12 times in Fiscal 2025 .
- Annual meeting: All directors were present at last year’s virtual annual meeting .
- Director resignation policy (majority vote standard with conditional resignations) in place .
Fixed Compensation
| Component | Fiscal 2024 | Fiscal 2025 | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | $90,000 | Base cash retainer for non-employee directors |
| Additional chair/lead fees | Structure disclosed: Lead Independent Director $35,000; Audit Chair $30,000; Compensation Chair $25,000; N&G Chair $20,000 | Structure disclosed: same | Ms. Bojanowski is not listed as a chair; her cash fees equaled the base retainer |
| Total fees earned (cash) | $90,000 | $90,000 | Matches base, indicating no additional chair/lead fees |
Performance Compensation
Directors receive time-vested restricted stock; no performance metrics are applied to director equity awards.
| Equity Award Detail | Fiscal 2024 | Fiscal 2025 | Vesting / Shares |
|---|---|---|---|
| Annual director equity grant (target) | $120,000 each non-employee director | $120,000 each non-employee director | Fiscal 2025 grant on 2024-06-26; vests at earlier of 2025 Annual Meeting or 1-year anniversary, subject to continued service |
| Appointment/onboarding grant | 510 RS (Feb 2, 2023) valued at $25,000 (for new appointees Bilunas & Bojanowski) | N/A | Feb 2, 2023 grant vested Feb 2, 2024 |
| Stock awards (aggregate grant-date fair value recorded) | $138,758 | $111,464 | Aggregate accounting value in proxy’s director comp table |
| Restricted shares outstanding (as of fiscal year-end) | 4,658 (as of Feb 3, 2024) | 4,540 (as of Feb 1, 2025) | Outstanding director RS balances |
Plan terms confirm restricted shares/RSUs are non-transferable during restriction, with dividends deferred until vesting; performance awards exist in the plan but director grants are time-based restricted stock .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Bojanowski in GCO proxy |
Expertise & Qualifications
- Retail, merchandising, and digital/e-commerce expertise; Board explicitly cites value to Genesco .
- Board skills matrix indicates eCommerce/Digital and Retail/Consumer experience attributed to Bojanowski; years of service shown as 3 in 2025 matrix .
Equity Ownership
| Metric | Figure | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 9,708 | Apr 28, 2025 | Each director (other than CEO) owns <1% outstanding; CEO approx. 3.83% |
| % of shares outstanding | <1% (individual) | Apr 28, 2025 | Company outstanding shares: 10,779,524 |
| Restricted shares outstanding | 4,540 | Feb 1, 2025 | Director RS balances table |
| Director ownership guideline | 5x annual cash retainer; 5-year window to comply | Policy | All non-employee directors complied or are within the window |
| Anti-hedging policy | Hedging prohibited for directors/officers | Policy | Reinforces alignment with shareholders |
Governance Assessment
- Independence and conflicts: Independent director; company reports no Item 404 related-party transactions and has a formal related-party transaction approval policy; annual questionnaires required .
- Engagement: Board and committee attendance thresholds met; all directors attended prior annual meeting .
- Committee effectiveness: Serves on Nominating & Governance (oversight of board composition, governance policies, exec succession, and corporate responsibility strategy) .
- Ownership alignment: Strong alignment via 5x retainer ownership guideline and anti-hedging policy; directors within compliance window or compliant .
- Director pay: Balanced mix of cash retainer and time-based equity; no performance metrics for director equity, reducing risk of misaligned incentives; clawback policy applies to executives (context for governance discipline) .
Potential Conflicts or Related-Party Exposure
- Current operating role at Sephora (LVMH) noted; the company reports no related-party transactions requiring disclosure and maintains approval/recusal policies for any such transactions .
RED FLAGS
- None disclosed in proxy regarding related-party transactions, hedging/pledging (hedging prohibited), attendance shortfalls, or legal proceedings for directors .
Director Compensation (Detail Table)
| Name | Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Carolyn Bojanowski | 2024 | 90,000 | 138,758 | 228,758 |
| Carolyn Bojanowski | 2025 | 90,000 | 111,464 | 201,464 |
Board Attendance & Meetings
| Body | Fiscal 2025 Meetings | Attendance Note |
|---|---|---|
| Board of Directors | 6 | No director <75% of Board + committee meetings |
| Nominating & Governance Committee | 4 | All independent members |
| Compensation Committee | 7 | Chair: John F. Lambros; members: Joanna Barsh, Gregory A. Sandfort |
| Audit Committee | 12 | Chair: Mary E. Meixelsperger; members: Matthew M. Bilunas, Gregory A. Sandfort |
Say-on-Pay & Shareholder Feedback
- The proxy outlines shareholder engagement processes and communications to the Board; details on specific vote outcomes not included in the cited sections .
Compensation Committee (Context)
- Committee independent; met seven times; oversees executive comp, plans, clawbacks; current members: Lambros (Chair), Barsh, Sandfort; Bojanowski is not a member .
Related Policies Enhancing Governance
- Director resignation (majority vote) policy .
- Anti-hedging policy for directors/officers .
- Ownership guidelines for directors/executives .
- Code of Conduct and Corporate Governance Guidelines posted; legal proceedings check shows none required to be disclosed for directors .