Mary E. Meixelsperger
GENESCOAbout Mary E. Meixelsperger
Independent director of Genesco Inc. (GCO), age 64, with 30+ years in finance, accounting, risk management, and strategy; currently Chief Financial Officer of Valvoline Inc. and has announced her intention to retire from that role . She joined the GCO board ~4 years ago (years of service: 4) and is designated independent under NYSE and SEC rules . She chairs the Audit Committee and is deemed an “audit committee financial expert”; Board met 6 times in Fiscal 2025 and Audit met 12 times, with no director below 75% attendance . Beneficial ownership: 18,237 GCO shares (<1%) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Designer Brands Inc. (formerly DSW Inc.) | SVP & Chief Financial Officer | Apr 2014–Jun 2016 | Omnichannel specialty footwear finance; retail industry expertise |
| Shopko Stores | CFO, Controller & Treasurer | 2006–2014 | Broad finance leadership; systems, risk and IT oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valvoline Inc. (NYSE: VVV) | Chief Financial Officer | Since Jun 2016; intends to retire | Scaled automotive services finance; >2,000 quick-lube locations |
| Valvoline Cummins Private Ltd. (JV) | Director | 2017–2020 | JV governance; oversight of India operations |
| United Way of the Bluegrass | Board member; immediate past chair | Through Jun 2024 | Community leadership |
| Federal Reserve Bank of Cleveland (Cincinnati Branch) | Board of Directors | Not disclosed | Regional economic oversight |
Board Governance
- Independence: Independent director (NYSE/SEC) .
- Committee assignments: Audit Committee Chair; committee is fully independent .
- Financial expertise: Audit Committee financial expert (Reg S-K 407(d)) .
- Attendance: Board met 6 times; Audit met 12 times; no director under 75% attendance .
- Annual meeting participation: All directors attended last year’s virtual annual meeting .
- Director resignation policy: Majority vote standard with conditional resignation for failed director in uncontested election .
- Risk oversight: Audit oversees integrity of reporting, internal controls, cybersecurity and data privacy; quarterly briefings from CISO team .
- Shareholder engagement and board evaluation: Annual outreach and self-evaluation; invitations to holders of ~59% of shares .
Fixed Compensation
| Component | Amount | Detail/Timing |
|---|---|---|
| Annual cash retainer | $90,000 | Non-employee director cash retainer |
| Audit Chair fee | $30,000 | Additional annual cash retainer for Audit chair |
| Total cash fees (Fiscal 2025) | $120,000 | Sum of director retainer + chair fee |
| Equity grant (program value) | $120,000 | RS awarded June 26, 2024; value based on 30-day avg price |
| Stock Awards (grant-date fair value) | $111,464 | ASC 718 fair value at grant date |
| Restricted shares outstanding (as of Feb 1, 2025) | 4,540 | Director award outstanding |
| Vesting schedule | Time-based; earlier of 2025 Annual Meeting or first anniversary of grant date | No performance conditions |
Notes:
- No per-meeting fees; reasonable out-of-pocket expenses reimbursed .
- Director compensation capped at $500,000 per calendar year (cash + equity fair value), with limited exceptions for special committees .
Performance Compensation
| Performance Metric | Applicability | Payout Structure |
|---|---|---|
| None for non-employee directors | Director awards are time-based restricted stock (RS) with no performance metrics; the equity plan permits performance awards broadly, but director grants were RS-only in Fiscal 2025 |
Other Directorships & Interlocks
| Company/Entity | Role | Sector Overlap with GCO | Conflict Note |
|---|---|---|---|
| Valvoline Inc. | CFO | Automotive services; no direct footwear overlap | Independence affirmed; no related-party transactions disclosed |
| Designer Brands Inc. (prior) | CFO | Footwear retail | Historical role; no current interlock; no Item 404 transactions reported |
| Valvoline Cummins Pvt Ltd. | Director | Automotive JV | Prior role; non-U.S. JV |
| Federal Reserve Bank of Cleveland (Cincinnati Branch) | Board Director | Policy/financial oversight | No related-party issues disclosed |
Expertise & Qualifications
- Financial leadership: Decades as CFO; deep accounting, auditing, internal control, and investor relations expertise for public companies .
- Audit Committee financial expert designation; cybersecurity oversight via Audit Committee remit .
- Industry experience: Specialty footwear retail (DSW), omnichannel strategy; e-commerce/digital experience reflected in board skills matrix .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 18,237 | Includes shares where voting/dispositive power exists; may include restricted shares vesting within 60 days |
| Ownership % of outstanding | <1% | Company-level statement; CEO only exceeds 1% |
| Unvested director RS outstanding | 4,540 | Fiscal 2025 director grant outstanding |
| Director ownership guideline | Hold shares equal to 5x annual cash retainer; 5-year compliance window | All non-employee directors compliant or within window |
| Anti-hedging policy | Hedging prohibited for directors/officers | Alignment safeguard |
Governance Assessment
-
Strengths
- Audit Committee Chair with “financial expert” designation; Audit met 12 times, signaling strong oversight of controls, reporting, and cybersecurity .
- Independence confirmed; no related-party transactions requiring Item 404 disclosure; robust anti-hedging and ownership guidelines enhance alignment .
- Balanced director pay mix (cash + time-based RS) and annual director pay cap ($500k) limit compensation risk; clear vesting without performance gaming .
-
Potential watch items
- Time commitments: Concurrent CFO role at Valvoline could be demanding; however, attendance thresholds were met and Audit activity is high .
- Historical industry overlap (DSW) in footwear retail; currently no disclosed related-party transactions or interlocks .
-
Signals affecting investor confidence
- Strong audit leadership, independence, and explicit cybersecurity oversight are positives for governance quality .
- Shareholder engagement and annual board self-evaluation support board effectiveness; 2024 say-on-pay approval was ~92.2% for NEOs, indicating constructive investor sentiment toward compensation frameworks overall .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or low attendance for this director .