Josephine Linden

About Josephine Linden

Independent director and Chair of the Board of Lands’ End since October 2014; joined the Board in March 2014. Age 73; founder and managing member of Linden Global Strategies LLC; retired as Partner and Managing Director at Goldman Sachs after 25+ years in roles spanning Private Wealth Management, Global Equities Compliance, and advisory to GSJBWere (Australia). Education: MBA (Finance) University of Chicago; BA University of Sydney; adjunct professor at Columbia Business School (2010–2011). Honorary Member of the Order of Australia (Sept 2022) for service to Australia-U.S. relations and international finance .

Past Roles

Organization	Role	Tenure	Committees/Impact
Goldman, Sachs & Co.	Partner and Managing Director; Regional Manager, NY PWM; Head of Global Equities Compliance; Advisor to GSJBWere	>25 years; retired Nov 2008	Led compliance and wealth management operations; international advisory experience
Columbia Business School	Adjunct Professor, Finance	2010–2011	Academic engagement in finance education

External Roles

Organization	Role	Tenure	Committees/Impact
E&P Financial Group Limited (formerly Evans Dixon Limited)	Non-executive director	Since May 2018	Governance oversight at an ASX-listed financial firm
Sears Hometown and Outlet Stores, Inc.	Director	Oct 2012–Oct 2019	Retail governance experience
Trine Acquisition Corp.	Director	May 2019–Dec 2020	SPAC board experience
Trine II Acquisition Corp.	Director	Nov 2021–Apr 2023	SPAC board experience
Collegiate School (NY)	Investment Committee (current); previously Treasurer, trustee	Various	Chaired Finance, Audit, and Nominating Committees; executive committee service

Board Governance

Independence: Affirmatively determined independent under Nasdaq rules; designated an Audit Committee financial expert .
Roles: Chair of the Board since Oct 2014; responsibilities include setting Board agendas and preserving distinction between oversight and management while CEO executes strategy .
Committees: Member, Compensation Committee (with Galvin as Chair; Hartogensis and Leykum as members); designated Audit Committee financial expert (with Leykum and McClain) indicating audit committee qualification; all committee members meet independence criteria .
Attendance: Board met 7 times in fiscal 2024; all directors attended over 75% of Board and applicable committee meetings. Independent directors meet regularly in executive session at least twice a year .
ESG Oversight: Nominating & Corporate Governance Committee oversees ESG strategies and policies .

Fixed Compensation

Director compensation policy rates (annual):

Component	Amount (USD)
Board Member Retainer	$100,000
Board Chair Fee	$30,000
Audit Committee Chair	$20,000
Audit Committee Member (Non-Chair)	$12,500
Compensation Committee Chair	$15,000
Compensation Committee Member (Non-Chair)	$10,000
Other Committee Chairs	$10,000
Other Committee Members (Non-Chair)	$7,500
Annual Lands’ End Gift Card	$10,000

Josephine Linden – Director compensation earned:

Metric	FY2023	FY2024
Fees Earned or Paid in Cash (USD)	$160,000	$160,000
Stock Awards (USD)	$0	$0
Gift Card (USD)	$10,000	$10,000
Total (USD)	$170,000	$170,000

Notes:

Non-employee directors may elect to receive retainers in shares; Linden elected cash (no stock awards) in FY2023–FY2024 .
No director meeting fees disclosed; healthcare participation requires case-by-case approval and none currently participate .

Performance Compensation

Not applicable for directors. Lands’ End does not disclose performance-based metrics (e.g., EBITDA/TSR hurdles) for director compensation; directors may elect equity in lieu of cash retainers, but no PSUs/options are indicated for non-employee directors .

Other Directorships & Interlocks

Company	Industry Relationship to LE	Potential Interlock/Conflict
E&P Financial Group Limited	Financial services; no apparent supplier/customer relationship to LE disclosed	None disclosed
Sears Hometown and Outlet Stores, Inc.	Retail; historical association	None disclosed for current period
Trine Acquisition Corp.; Trine II Acquisition Corp.	SPAC vehicles	None disclosed

Expertise & Qualifications

Financial, audit, and compliance expertise; designated Audit Committee financial expert .
Capital markets and wealth management leadership from Goldman Sachs; international advisory (Australia) .
Board and committee leadership (Chair; Collegiate School Finance/Audit/Nominating) .
Education: MBA (University of Chicago), BA (University of Sydney); academic experience at Columbia Business School .

Equity Ownership

Metric	As of March 28, 2024	As of March 28, 2025
Shares Beneficially Owned	45,817	45,817
% of Outstanding	<1%	<1%

Stock ownership guideline (directors): must acquire shares at cost equal to annual retainer within 3 years; all non-employee directors in compliance as of Jan 31, 2025 .
Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging; also prohibits margin accounts .
Vested vs unvested: Director-level breakdown not disclosed; beneficial ownership includes rights to acquire within 60 days under SEC rules .

Governance Assessment

Positives:
- Independent Chair with extensive finance/compliance background; strengthens oversight and risk governance .
- Audit Committee financial expert designation; Compensation Committee membership; supports robust committee effectiveness .
- Strong shareholder support on say‑on‑pay (2025 vote: For 26,827,285; Against 654,190; Abstain 12,539), signaling confidence in governance and pay practices .
- Attendance at Board/committee meetings above 75% for all directors; regular independent executive sessions .
- Director ownership guideline compliance; anti‑hedging/anti‑pledging policy enhances alignment and reduces risk .
Watch items / potential red flags:
- Control shareholder concentration: ESL Investments and related entities beneficially own ~55.5% of shares (as of 2025), which can influence governance dynamics and strategic decisions . ESL’s 13D/A filings note engagement in strategic alternatives and exclusivity arrangements during a process announced March 7, 2025; boards must manage potential conflicts and ensure rigorous independent oversight .
- Director compensation mix: Linden elected all‑cash retainer (no stock in lieu of cash); while ownership guidelines are met, continued monitoring of equity alignment is warranted .
Overall: Governance profile reflects experienced, independent leadership with audit/compliance depth, structured committee oversight, and strong shareholder support. The presence of a controlling shareholder requires vigilant independent processes, comprehensive related‑party vetting (Audit Committee oversight), and transparent disclosure to maintain investor confidence .