Christopher Lewis
GUESSAbout Christopher Lewis
Christopher Lewis (age 59) is an independent director of Guess?, Inc., appointed effective January 22, 2025 pursuant to a settlement stipulation with the Employees Retirement System of Rhode Island (ERSRI). He previously served as Chief Legal Officer and General Counsel of Edward Jones (2015–2023) and Deputy General Counsel (2007–2015), and holds a JD from Columbia Law School and a BA in political science from Manhattanville University . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edward Jones | Chief Legal Officer & General Counsel | Jul 2015 – Mar 2023 | Led legal function for a major broker-dealer; governance and compliance oversight |
| Edward Jones | Deputy General Counsel | Jan 2007 – Jul 2015 | Broad corporate legal leadership |
| Duane Morris LLP | Special Counsel | 2004 – 2006 | Corporate/finance legal practice |
| K&L Gates LLP | Associate | 2000 – 2004 | Corporate/finance legal practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Brothers Big Sisters of Eastern Missouri | Director | Not disclosed | Non-profit board service |
| Manhattanville University Board of Trustees | Co-chair, Governance & Nominating Committee | Not disclosed | Governance leadership in higher ed |
Board Governance
- Committee assignments: Nominating and Governance Committee member; not on Audit or Compensation .
- Independence: Board determined Lewis is independent under NYSE rules .
- Attendance: The Board held six meetings in fiscal 2025; each current director attended at least 75% of Board and committee meetings during their service period. Nominating & Governance met 4 times; Audit 9; Compensation 6 .
- Appointment context: Lewis was selected by ERSRI and mutually agreed with the Board pursuant to a court-approved settlement stipulation; he joined the Board in January 2025 .
- ESG/DEI oversight: As part of settlement-driven governance enhancements, a Diversity, Equity & Inclusion Council was established, comprising one independent director (initially Lewis) and two independent consultants, with authority to oversee policies, investigate, and recommend discipline up to termination for senior executives/Board members in cases of misconduct .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Board retainer (standard) | $35,000 | Program schedule; applies to non-employee directors |
| Meeting fees | $1,500 per Board meeting; $1,500 per committee meeting | Program schedule |
| Chair retainers (if applicable) | Audit $20,000; Compensation $17,500; Nominating & Governance $12,500; Board Chair $105,000 | Program schedule; Lewis is not a chair |
| Special committee monthly retainers | $10,000 (members); $12,500 (chair) | If serving on special committee |
| Christopher Lewis – Cash fees (FY2025) | $0 | Reported “—” for cash fees due to partial-year appointment |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Conditions |
|---|---|---|---|---|
| Restricted Stock | Jan 22, 2025 | 4,914 | $64,373 | Vests in full on earliest of: first anniversary, date of annual meeting, or change in control |
- Annual equity program design: Standard non-employee director annual award set at $180,000 grant-date value (and $275,000 for Board Chair), converting to restricted stock or RSUs based on grant-date price; vesting at first anniversary/annual meeting/change-in-control .
- Caps: Maximum annual cash to a non-employee director $300,000; maximum grant-date fair value of director equity $500,000 under 2004 Equity Incentive Plan .
- Note: Director equity is time-based; no performance metrics (TSR, revenue, etc.) apply to non-employee director awards under the program .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No current or prior public company directorships disclosed for Lewis . |
Expertise & Qualifications
- Legal, governance, and compliance expertise from senior roles at Edward Jones; diversity & inclusion experience and governance advisory background .
- Education: JD, Columbia Law School; BA, Manhattanville University .
- Board skills matrix: Corporate governance/compliance present among director competencies; Lewis contributes to Board diversity of skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christopher Lewis | 4,914 | <1.0% | As of record date May 9, 2025; reflects RS grant; no options |
| Unvested equity held (as of Feb 1, 2025) | 4,914 | n/a | Unvested restricted stock |
- Stock ownership guidelines: Non-employee directors must hold 5× annual board retainer; until met, must retain 50% of net shares from equity awards; as of May 9, 2025, each non-employee director satisfied guideline or complied with retention provisions (Board may amend/waive; none in FY2025) .
- Hedging/pledging policies: Company reviews and restricts hedging under its Securities Trading Policy; pledging allowed up to 50% of beneficially owned shares after meeting ownership guidelines (not a separate written hedging ban) .
- Options: No outstanding or unexercised options for Lewis .
Governance Assessment
- Board effectiveness: Lewis brings seasoned legal, compliance, and governance acumen, and is integrated into director-level oversight via Nominating & Governance and the DEI Council—strengthening misconduct oversight and ESG governance .
- Independence & engagement: Confirmed independent; joined mid-fiscal year; Board and committees met frequently in FY2025; directors met attendance thresholds .
- Compensation/ownership alignment: Compensation is modest and equity-heavy for directors; Lewis received time-based restricted stock aligning interests to shareholder value; subject to stock ownership guidelines with retention requirements .
- Potential conflicts/related-party exposure: None disclosed for Lewis; his appointment via ERSRI-recommended settlement reflects shareholder engagement and governance enhancements rather than a related-party transaction .
- Risk indicators and red flags:
- Hedging not categorically prohibited in a separate policy (review-and-restrict approach); pledging permitted up to 50% after guideline compliance—an investor-alignment consideration to monitor .
- Activist/shareholder settlement context underscores prior governance concerns at the company level (e.g., DEI oversight), but Lewis’s Council role is a mitigating governance enhancement .