Thurgood Marshall, Jr.
GENESCOAbout Thurgood Marshall, Jr.
Thurgood Marshall, Jr. is 68 and has served on Genesco’s Board since 2012; he is classified as an independent director under SEC and NYSE rules. His background spans senior U.S. government roles and private practice, with expertise in corporate governance, ethics, regulatory affairs, risk management, stakeholder relations, and information security per the Board skills matrix. He retired as a partner at Morgan, Lewis & Bockius LLP in September 2019, having joined as a partner in 2001. Current external public-company boards include EN+ Group and CoreCivic Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan, Lewis & Bockius LLP | Partner, Washington, D.C. office | 2001–Sep 2019 | Corporate governance and ethics expertise applied to board oversight |
| The White House | Assistant to the President and Cabinet Secretary | 1997–2001 | Coordinated Cabinet operations; co-chaired White House Olympic Task Force for 2002 Winter Olympics |
| Office of the Vice President | Director of Legislative Affairs and Deputy Counsel | Not disclosed | Legislative strategy and counsel |
| U.S. Senate | Counsel (Judiciary; Commerce, Science & Transportation; Governmental Affairs) | Not disclosed | Policy, regulatory oversight |
| U.S. District Court for D.C. | Judicial Clerk to Hon. Barrington D. Parker | Not disclosed | Legal analysis, judicial process |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EN+ Group (LSE: ENPL; MOEX: ENPG) | Director | Not disclosed | Global hydropower and low‑carbon aluminum; adds regulatory/ESG perspective |
| CoreCivic Inc. (NYSE: CXW) | Director | Not disclosed | Corrections mgmt/RE; governance and risk oversight |
| Ethics Compliance and Certification Institute | Former Board Member | Not disclosed | Ethics and compliance oversight |
| United States Postal Service | Former Board Member | Not disclosed | Public-sector governance |
| Ford Foundation | Former Board Member | Not disclosed | Non‑profit governance |
Board Governance
- Independence: The Board determined Marshall is independent; all standing committees (Audit, Nominating & Governance, Compensation) are fully independent.
- Committee assignments: Member, Nominating & Governance Committee; Member, Corporate Responsibility Subcommittee under Nominating & Governance. Not a chair.
- Attendance/engagement: Board met 6 times in FY2025; Audit 12; Nominating & Governance 4; Compensation 7; no director attended less than 75% of meetings; all directors attended the prior annual meeting.
- Lead Independent Director: Gregory A. Sandfort.
- Responsibilities: Nominating & Governance oversees board refreshment, succession, governance policies, and corporate responsibility strategy; CR Subcommittee met 3 times in FY2025.
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard for non‑employee directors in FY2025 |
| Committee/lead fees | $0 | Marshall is not a chair or lead independent director; chair fees: NGC $20k; Audit $30k; Comp $25k; Lead $35k |
| Equity grant (restricted stock) | $111,464 | Aggregate grant date fair value recorded for FY2025 director award; Board target value $120k; granted June 26, 2024 |
| Total FY2025 director compensation | $201,464 | Cash $90,000 + Equity $111,464 |
| Unvested restricted shares outstanding | 4,540 | As of Feb 1, 2025 for each non‑employee director |
| Vesting for FY2025 director grant | Earlier of 2025 Annual Meeting or 1-year anniversary | Time-based vesting; subject to continued service |
Performance Compensation
| Equity Instrument | Performance Metrics | Vesting Schedule | FY2025 Detail |
|---|---|---|---|
| Director restricted stock | None (time-based only) | Earlier of next Annual Meeting or first anniversary of grant | Marshall received time-vested director RS; no PSUs/performance link for directors disclosed |
Other Directorships & Interlocks
| External Company | Sector | Potential Overlap with GCO | Notes |
|---|---|---|---|
| EN+ Group | Energy/Metals (hydropower, aluminum) | None disclosed | Governance/ESG perspective; no related-party transactions reported by GCO |
| CoreCivic Inc. | Corrections/REIT-like | None disclosed | Regulatory/public policy insights; no related-party transactions reported by GCO |
Related-party transactions: The Company is not aware of any Item 404 related-party transactions since the beginning of the last fiscal year involving directors or their related persons.
Expertise & Qualifications
- Corporate governance, ethics, regulatory affairs, risk management, stakeholder relations; senior leadership across public and private sectors.
- Information security experience flagged in Board skills matrix (Marshall marked with InfoSec experience).
- Public company board leadership experience.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Thurgood Marshall, Jr. | 27,346 | <1% | Beneficial ownership includes voting/dispositive power; directors must reach ownership equal to 5x annual cash retainer within 5 years; all non-employee directors comply or are within window. |
| Unvested director restricted shares (FY2025 grant) | 4,540 | N/A | Outstanding at Feb 1, 2025 for non‑employee directors |
| Director ownership guideline | 5x annual cash retainer | N/A | Directors expected to meet within 5 years of election; compliance status affirmed broadly |
| Anti‑hedging policy | Prohibits hedging by directors and officers | N/A | Aligns incentives; restricts collars/swaps/derivatives |
Governance Assessment
- Board effectiveness and independence: Marshall strengthens governance through legal/regulatory expertise and service on Nominating & Governance and the Corporate Responsibility Subcommittee; independence confirmed; attendance thresholds met.
- Alignment and incentives: Director pay is modest, with cash retainer of $90k and time-based RS valued at ~$111k in FY2025; equity vests by next annual meeting, encouraging continued service; director compensation subject to a $500k annual cap under the equity plan, supporting pay discipline.
- Conflicts/related-party exposure: No related-party transactions disclosed; hedging prohibited; insider trading controls in place.
- Signals for investor confidence: Strong committee independence, active CR oversight (3 meetings), robust board meeting cadence, and confirmed independence/attendance underpin governance quality; say‑on‑pay approval in 2024 was ~92.2%, indicating broad shareholder support for compensation practices.
RED FLAGS
- None disclosed specific to Marshall: no Item 404 related-party transactions, no legal proceedings requiring disclosure, no hedging permitted. Monitor external board roles (EN+/CoreCivic) for evolving ESG/regulatory scrutiny notwithstanding no current conflicts disclosed by GCO.