Gordon Hartogensis
LANDS' ENDAbout Gordon Hartogensis
Independent director of Lands’ End since January 2025; age 54. Former Director of the Pension Benefit Guaranty Corporation (2019–Apr 2024), founder/CEO of Auric Technology, and senior roles at Aspen Technology and Petrolsoft. Education: M.S. in Technology Management (Columbia University) and B.S. in Computer Science (Stanford University). Brings operational, strategic, and financial expertise with depth in cybersecurity, digital and ecommerce matters.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pension Benefit Guaranty Corporation (PBGC) | Director | May 2019 – Apr 2024 | Led federal pension insurer; public sector governance and risk oversight experience |
| Auric Technology | Founder & Chief Executive Officer | Jan 2004 – Aug 2011 | Built and exited software business; operator experience |
| Aspen Technology | Senior Vice President | Jun 2000 – Jun 2002 | Enterprise software leadership |
| Petrolsoft Corporation | COO/CTO/Partner | Aug 1993 – Jun 2000 | Technology and operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Startup ecosystem | Angel investor and advisor | Sep 2011 – May 2019 | Early-stage technology investing/advising |
Board Governance
- Independence: Board determined Hartogensis is independent under Nasdaq rules.
- Committee assignments: Audit Committee member; Compensation Committee member (not chair). Appointed concurrent with election to the Board on Jan 22, 2025.
- Board/committee activity: FY2024 meetings — Board (7), Audit (7), Compensation (5), Nominating & Corporate Governance (3). All directors (serving in FY2024) attended >75% of their meetings. Note: Hartogensis joined in Jan 2025.
- Board leadership: Chair of the Board — Josephine Linden (independent).
- Executive sessions: Independent directors meet in executive session regularly, at least twice per year.
- Related-party transaction oversight: Audit Committee reviews and approves related-party transactions.
- Compensation Committee interlocks: None; no insider participation.
Fixed Compensation
Director compensation framework (annual, pro rata for partial year service):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Non-employee directors; election to receive in stock available |
| Board Chair additional retainer | $30,000 | Applies to Chair only |
| Audit Committee Chair | $20,000 | Annual |
| Audit Committee Member (non-chair) | $12,500 | Annual |
| Compensation Committee Chair | $15,000 | Annual |
| Compensation Committee Member (non-chair) | $10,000 | Annual |
| Other Committee Chair | $10,000 | Annual |
| Other Committee Member (non-chair) | $7,500 | Annual |
| Annual Lands’ End gift card | $10,000 | Pro rata if elected after annual meeting |
FY2024 actual (partial year; elected Jan 22, 2025):
| Item | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $3,365 |
| Stock awards | $0 (elected cash for this period) |
| Gift card | $2,932 (pro rata) |
| Total | $6,297 |
- Director stock ownership guideline: Non-employee directors must acquire, at cost, shares equal to the annual retainer by the third anniversary of joining (all non-employee directors were in compliance as of Jan 31, 2025).
Performance Compensation
- Directors may elect to receive retainers in common stock; no performance metrics are used for director equity.
- No PSUs/options or performance goals apply to director pay; awards are service-based or elective stock in lieu of cash.
| Metric | Threshold | Target | Max |
|---|---|---|---|
| Director pay performance metrics | — | Not applicable for directors | — |
Other Directorships & Interlocks
- Current public company boards: None disclosed in the LE proxy for the last five years beyond LE.
- Compensation Committee interlocks/insider participation: None.
- Related-party transactions: None required to be disclosed related to Hartogensis at appointment.
Expertise & Qualifications
- Technology operator with cybersecurity/digital/ecommerce experience; governmental oversight exposure from PBGC leadership; Stanford CS and Columbia Tech Management credentials.
- Audit Committee financial expert status is held by other directors (Leykum, Linden, McClain), not Hartogensis.
Equity Ownership
Ownership alignment and transactions:
| Date | Form | Transaction | Shares Transacted | Price | Post-Transaction Beneficial Ownership | Source |
|---|---|---|---|---|---|---|
| Jan 30, 2025 | 3 | Initial Statement of Beneficial Ownership | — | — | 0 | |
| May 2, 2025 (filed May 5) | 4 | A — Award (common stock) | 3,569 | $8.58 | 3,569 | |
| Aug 1, 2025 (filed Aug 5) | 4 | A — Award (common stock) | 2,656 | $11.53 | 6,225 | |
| Oct 31, 2025 (filed Nov 4) | 4 | A — Award (common stock) | 1,945 | $15.74 | 8,170 |
Beneficial ownership snapshot (proxy record date Mar 28, 2025):
- Shares beneficially owned: 0 (less than 1% of shares outstanding).
Policies signaling alignment:
- Insider Trading Policy prohibits hedging and pledging, and bans holding company stock in margin accounts.
- Director share accumulation guideline (equal to annual retainer by third anniversary) applies; compliance assessed by the Nominating & Corporate Governance Committee.
Governance Assessment
- Strengths
- Independent director serving on both Audit and Compensation Committees; no related-party transactions at appointment.
- Participation on risk-relevant committees (Audit oversees financial reporting, ERM, data protection/cybersecurity), aligned with his background.
- Building ownership via periodic stock awards in 2025; anti-hedging/anti-pledging policy enhances alignment.
- Risks/Watch items
- Concentrated shareholder influence: ESL Investments and related entities beneficially own ~55.5% of shares (control risks), though not specific to Hartogensis.
- Director gift card/perquisite ($10,000 annual; pro rata $2,932) is modest but monitor optics alongside overall board pay.
- Engagement/Attendance signal
- Board and committees were active in FY2024; all FY2024 directors met >75% attendance; Hartogensis joined Jan 2025, so FY2025 attendance to be monitored in next proxy.
Appendix: Committee Membership Snapshot
| Committee | Role | Chair |
|---|---|---|
| Audit | Member | Chair: John T. McClain |
| Compensation | Member | Chair: Robert Galvin |
Appendix: Director Compensation Policy and FY2024 Actual (Hartogensis)
| Category | Value |
|---|---|
| FY2024 cash fees received (pro rata) | $3,365 |
| FY2024 stock taken in lieu of cash | $0 |
| FY2024 gift card (pro rata) | $2,932 |
| Director cash retainer (full-year policy) | $100,000 |
| Audit member fee (full-year policy) | $12,500 |
| Compensation member fee (full-year policy) | $10,000 |
Notes:
- Elected to the Board Jan 22, 2025; appointed to Audit and Compensation Committees; independent.
- Director biography confirms age, education, and expertise focus areas.
- Compensation Committee reported no interlocks or insider participation.
