Joanna Barsh
GENESCOAbout Joanna Barsh
Joanna Barsh, 72, is an independent consultant and Senior Partner Emeritus at McKinsey & Company, where she spent 30+ years and became a senior partner in 1994. She joined Genesco’s board in November 2013 (12 years of service as of the 2025 proxy) and brings deep expertise in leadership development, strategy, and transformation with extensive work across retail and consumer sectors .
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner (later Senior Partner Emeritus) | Senior partner since 1994; emeritus as of March 2013 | Led strategy, transformation and performance work for retail/consumer clients globally |
| Independent Consultant/Author | Consultant; author on leadership | Ongoing | Research on talent and leadership; advocate for advancing women and people of color |
External Roles
| Organization | Role | Dates | Notes/Impact |
|---|---|---|---|
| NYC Commission on Women’s Issues | Member | Not specified | Advocacy for women; part of long-term leadership research/advocacy portfolio |
| U.S. Chamber of Commerce; WSJ Women in Econ Task Force; International Council of Women Business Leaders (former Sec. Clinton) | Advisor/Working group leader | Not specified | Led research and co-chaired leadership working group; global leadership advocacy |
Board Governance
- Independence: Classified as independent under SEC/NYSE rules .
- Board/committee workload and attendance: Board met 6 times in FY2025; no director attended fewer than 75% of Board and committee meetings; all directors attended the prior annual meeting .
- Committees (current):
- Chair, Nominating & Governance Committee (met 4 times in FY2025) .
- Member, Compensation Committee (met 7 times in FY2025) .
- Member, Corporate Responsibility Subcommittee (under Nominating & Governance) which met 3 times in FY2025 .
- Years on Board: 12 years (matrix) .
- Lead independent director: Gregory A. Sandfort (not Barsh) .
- Related-party transactions: Company reports none requiring disclosure; annual questionnaire and approval policy in place .
Fixed Compensation (Director)
| Component | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer (director) | $90,000 | |
| Committee chair fee (Nominating & Governance) | $20,000 | |
| Lead independent director fee (not applicable to Barsh) | $35,000 | |
| Audit chair fee (not applicable to Barsh) | $30,000 | |
| Compensation chair fee (not applicable to Barsh) | $25,000 | |
| FY2025 Cash actually paid to Barsh | $110,000 |
Performance Compensation (Director)
| Equity Element | Structure | Grant/Value | Vesting | Source |
|---|---|---|---|---|
| Annual director equity | Time-vested restricted stock (no performance metrics) | $120,000 grant value (June 26, 2024) | Vests at earlier of 2025 Annual Meeting or 1-year anniversary, subject to continued service | |
| FY2025 equity value recognized (Barsh) | GAAP grant-date fair value | $111,464 | Matches award accounting |
Note: Genesco does not use performance-based metrics for director equity; awards are time-based restricted stock .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | Company reports no related-party transactions; no compensation committee interlocks involving Barsh |
Expertise & Qualifications
- Strategy, transformation, leadership development; extensive advisory experience across retail/consumer, private equity and media sectors .
- Governance leadership (Chair, Nominating & Governance) and corporate responsibility oversight (Subcommittee member) .
- Years of service: 12; contributes continuity amid substantial board refreshment since 2019 .
Equity Ownership
| Holder | Beneficial Ownership (Common Shares) | % of Outstanding | Unvested Director RS (as of 2/1/2025) | Ownership Guidelines Status |
|---|---|---|---|---|
| Joanna Barsh | 40,504 | <1% (each director except CEO) | 4,540 | Directors must hold shares = 5x annual cash retainer; all complied or within 5 years |
Additional alignment policies:
- Anti-hedging policy prohibits hedging by directors and officers .
Governance Assessment
-
Strengths for investor confidence:
- Independent, long-tenured director with relevant retail/consumer and transformation expertise .
- Chairs Nominating & Governance and serves on Compensation; active oversight of governance refreshment and pay practices; involvement in Corporate Responsibility Subcommittee .
- Solid engagement/attendance: No director under 75% attendance; directors attend annual meeting .
- Alignment mechanisms: 5x retainer stock ownership guidelines; anti-hedging policy for directors .
- Pay design for directors emphasizes equity (time-vested RS) plus modest cash; overall FY2025 director pay for Barsh was $221,464 (cash + equity) .
-
Considerations:
- Age/tenure planning: Corporate age limit policy prevents nomination at 75+; at 72, Barsh’s remaining board horizon is likely up to ~3 years absent special circumstances .
- Committee workload: Serves on two key committees (including chairing one); while typical, ongoing evaluation of workload balance is prudent .
-
RED FLAGS: None identified
- No related-party transactions disclosed; anti-hedging in place; strong say-on-pay support in 2024 (92.2%) indicates investor alignment with compensation governance .
-
Supporting governance infrastructure:
- Annual Board self-evaluations and shareholder engagement program .
- Updated clawback policy (Exchange Act Rule 10D-1 compliant) for executives underscores broader pay integrity culture (though not director-comp specific) .
- Non-employee director compensation cap of $500,000/year in equity plan (extraordinary circumstances excepted) .