John F. Lambros
GENESCOAbout John F. Lambros
John F. Lambros, 59, is Managing Director and Co-Head of the U.S. Technology Group and Head of Global Digital Media & Entertainment at Houlihan Lokey. He has served on Genesco’s Board for 4 years and is an independent director under SEC and NYSE rules, bringing deep corporate finance, M&A, and digital media expertise to the Board . Prior roles include President of GCA-U.S. and service on the board of GCA Corporation (TYO: 2174); earlier, he held senior roles at Into Networks and Morgan Stanley & Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houlihan Lokey | Managing Director; Co-Head U.S. Technology Group; Head Global Digital Media & Entertainment | Current | Led >250 financings/M&A; sector expertise in digital media and emerging tech |
| GCA-U.S. (GCA Corp parent TYO: 2174) | President, Head of Digital Media Banking; Board of Directors & Executive Committee; Director of GCA Corporation | Prior | Strategic portfolio reviews, capital markets; governance experience |
| Into Networks | SVP, Business Development | 2000–2003 | Broadband technology operator experience |
| Morgan Stanley & Co. | Vice President, Global Communications Group | 1993–2000 | Advised TMT clients on capital markets/M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houlihan Lokey | Managing Director; Co-Head U.S. Technology; Head Global Digital Media & Entertainment | Current | Transaction leadership; sector specialization |
| GCA Corporation (TYO: 2174) | Director | Prior/ongoing per disclosure | Board member; corporate governance exposure |
Board Governance
- Committee assignments: Chair, Compensation Committee (members: Lambros, Joanna Barsh, Gregory A. Sandfort) .
- Independence: The Board determined Lambros is independent under SEC and NYSE rules .
- Attendance: Board met 6 times in Fiscal 2025; no director attended fewer than 75% of Board/committee meetings on which they served .
- Committee activity: Compensation Committee met 7 times; Audit Committee met 12 times; Nominating & Governance Committee met 4 times .
- Lead Independent Director: Board has a strong Lead Independent Director (Sandfort) with responsibilities including executive sessions of independent directors .
- Related-party transactions: None requiring Item 404 disclosure; formal policy and annual questionnaires in place .
Committee Roles and Meetings
| Committee | Lambros Membership | Chair Role | Meetings (Fiscal 2025) |
|---|---|---|---|
| Compensation | Member | Chair | 7 |
| Audit | Not a member | — | 12 |
| Nominating & Governance | Not a member | — | 4 |
| Full Board | Director | — | 6; ≥75% attendance by all directors |
Fixed Compensation
| Component (Fiscal 2025) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Cash Retainer | $90,000 | Standard retainer for non-employee directors |
| Compensation Committee Chair Fee | $25,000 | Chair-specific retainer |
| Total Cash | $115,000 | Sum of cash components |
| Equity Grant (Grant-date fair value) | $111,464 | Restricted stock; aggregate grant-date fair value |
| Total Compensation | $226,464 | Cash + stock awards |
| Restricted Shares Outstanding (as of 2/1/2025) | 4,540 | Unvested director RS; time-based |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (Annual Director Grant) | June 26, 2024 | $120,000 | Earlier of 2025 Annual Meeting or first anniversary, subject to continued service | Time-vested; value determined via average closing price methodology |
- Director equity grants are time-based and designed to align interests via share ownership; no performance-conditioned director metrics disclosed .
Other Directorships & Interlocks
| Entity | Interlock/Committee | Status |
|---|---|---|
| Compensation Committee Interlocks | None | No committee member was an officer/employee; no disclosable interlocks or insider participation |
| Related-party transactions | None requiring disclosure | Item 404 review and approval policy in place; none identified |
Expertise & Qualifications
- Public company leadership; senior leadership; retail/consumer exposure; eCommerce/digital; financial/transactional/accounting/regulatory compliance; Years of service: 4 .
- Board refreshment: skill set aligns with Genesco’s footwear-focused, omni-channel strategy and digital evolution .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| John F. Lambros | 14,407 | ~0.13% (14,407/10,779,524) | Each director and officer (other than CEO Mimi Vaughn) owns <1% |
- Director ownership guidelines: Non-employee directors must hold a number of shares equal to five times their annual cash retainer; expected to achieve within five years; all non-employee directors complied or are within the window .
- Anti-hedging: Directors/officers prohibited from hedging company stock; insider trading policy in place .
- Clawback: Amended and Restated Compensation Recoupment Policy effective October 2, 2023, mandatory recovery after certain restatements .
Compensation Committee Analysis (Lambros as Chair)
- Independent consultant: F.W. Cook engaged; no conflicts of interest identified; used to set Fiscal 2025 targets .
- Peer group: 16 companies (e.g., ANF, BUCK, Caleres, Cato, Children’s Place, Deckers, Designer Brands, Express, G-III, Shoe Carnival, Skechers, Steve Madden, Urban Outfitters, Wolverine, Zumiez); Genesco revenue at ~50th percentile when approved .
- Program changes: EVA Plan simplified and capped; bonus banks phased out; shifted long-term incentives to PSUs (for executives); one-year PSU performance period in Fiscal 2025 due to industry volatility .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~92.2% FOR; committee continues to consider shareholder views .
- 2025 say-on-pay proposal: Board recommends FOR; advisory only .
Governance Assessment
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Strengths:
- Independent director with significant transaction and digital expertise; chairs an active compensation committee (7 meetings), suggesting engaged oversight .
- Robust policies: anti-hedging, mandatory clawback, director resignation policy; structured lead independent director role and executive sessions .
- Strong attendance and absence of Item 404 related-party transactions; no compensation committee interlocks; enhances investor confidence .
- Ownership alignment via director ownership guidelines; Lambros beneficially owns 14,407 shares .
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Potential risks/considerations:
- External role as an investment banker (Houlihan Lokey) could present perceived conflicts in M&A contexts; mitigated by explicit related-party transaction review policy and full independence status .
- Director equity is time-based (not performance-conditioned); alignment relies on ownership guidelines rather than performance hurdles for directors .
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Overall: Board governance signals are constructive—active compensation oversight under Lambros, strong policy framework (clawback/anti-hedging), clean related-party profile, and high say-on-pay support, supporting investor confidence .