Claire Spofford
Leslie'sAbout Claire Spofford
Independent director at Leslie’s, Inc. since May 2022; age 63 as of January 1, 2025; currently serves as CEO and President of J.Jill and sits on J.Jill’s board of directors; earned an MBA from Babson College and a BA in English and Political Science from the University of Vermont . She meets Nasdaq independence requirements through service on the Nominating and Corporate Governance Committee (chair) and Compensation Committee, both composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.Jill | CEO & President; Board Director | Since Feb 2021 (CEO); current | Digital commerce and brand leadership; public company experience |
| Cornerstone Brands (Ballard Designs, Frontgate, Garnet Hill, Grandin Road) | President | Dec 2017 – Oct 2020 | Led omnichannel transformation to profitable, digitally-driven businesses |
| Garnet Hill | President | Jan 2014 – Dec 2017 | Drove brand and merchandising strategy |
| Orchard Brands | Interim President & CEO; Group President, Premium Brands; President of Appleseed’s | Not disclosed | Senior leadership and turnaround roles |
| J.Jill (prior to CEO role) | SVP & Chief Marketing Officer | Not disclosed | Brand and consumer marketing |
| Timberland | VP, Global Marketing | Not disclosed | Global brand and marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J.Jill (NYSE: JILL) | Director | Current | Serves on J.Jill’s board; counts as one other public company board |
| Reclaim Childhood | Director | Current | Non-profit board service |
| White Flower Farm; Project Adventure, Inc. | Director | Prior | Prior non-profit boards |
Board Governance
- Committee assignments and roles:
- Nominating and Corporate Governance Committee: Chair (members: Claire Spofford, Yolanda Daniel, Seth Estep; in 2025 also Lorna Nagler) .
- Compensation Committee: Member (chair Seth Estep; members include Maile Naylor, Claire Spofford, Lorna Nagler) .
- Independence and engagement:
- Only independent directors sit on Board committees, and committee members meet Nasdaq independence requirements .
- Attendance: In FY2024 the Board met 10 times; Audit 11; Compensation 7; NCGC 7; all incumbent directors attended at least 75% of meetings; seven of eight directors attended the prior year’s annual meeting . In FY2023 the Board met 8 times; Audit 9; Compensation 4; NCGC 4; all incumbent directors attended at least 75% of meetings; eight of ten attended the prior annual meeting .
- Governance scope:
- NCGC oversees director nominations, Board/committee composition and performance evaluations, succession planning, corporate governance guidelines, and ESG via an ESG Sub-Committee that conducts sustainability oversight and shareholder outreach .
- Compensation Committee oversees executive compensation, equity plans, incentive design, director/NEO clawback policy administration .
- Policies prohibit hedging and pledging of Company stock by directors and officers; insider trading rules restrict derivatives trading and margin accounts .
- Related party transactions require Audit Committee review/approval; none disclosed involving Ms. Spofford .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees earned (Board + committee retainers) | $85,000 | $93,927 |
| Director retainer schedule (Board member) | $75,000 annual retainer; committee chair/member fees: Audit Chair $25,000; Compensation Chair $15,000; NCGC Chair $10,000; Committee Members $5,000–$10,000 | $75,000 annual retainer; Non-Executive Chair $150,000; committee chair/member fees unchanged |
Performance Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Annual RSU grant target value | $125,000; RSUs granted on March 15, 2023 | $125,000; RSUs granted on March 15, 2024 |
| RSUs outstanding (as of fiscal year-end) | Not disclosed | 18,248 RSUs outstanding (as of Sept 28, 2024) |
| Vesting schedule | Time-based; RSUs vest on the earlier of one-year from grant or the day prior to next annual meeting | Time-based; same vesting provision |
| Performance metrics tied to director equity | None disclosed (time-based RSUs) | |
| Total equity grant accounting value (annual) | $125,000 (ASC 718 grant-date fair value) | $125,000 (ASC 718 grant-date fair value) |
Other Directorships & Interlocks
| Company | Status | Potential Interlock |
|---|---|---|
| J.Jill (NYSE: JILL) | Serves on board | No Leslie’s-related transactions disclosed; interlocks not indicated |
Expertise & Qualifications
- Skills matrix and profile: Retail/Merchandising; Strategic Management; Supply Chain; Brand and Consumer Marketing; Human Capital Management; Finance/Accounting; Governance/Risk Management; Senior Leadership; Public Company Experience; Digital Commerce and Marketing .
- Qualifications emphasized in director nomination criteria: integrity, independence, leadership, public company experience, diversity of professional background; NCGC includes underrepresented groups in candidate pools .
Equity Ownership
| Metric | FY 2023 (as of Dec 31, 2023) | FY 2024 (as of Dec 31, 2024) |
|---|---|---|
| Beneficially owned shares | 5,850 | 55,807 |
| Shares outstanding (reference) | 184,513,174 | 185,208,018 |
| Ownership as % of shares outstanding | <1% (per proxy presentation) | <1% (per proxy presentation) |
| RSUs outstanding | Not disclosed | 18,248 RSUs (as of Sept 28, 2024) |
| Hedging/Pledging | Prohibited by policy; none disclosed | |
| Director stock ownership guideline | Minimum 5x annual cash retainer; required to retain 50% of net shares until guideline met; all non-employee directors in compliance as of record date |
Governance Assessment
- Board effectiveness: As NCGC Chair, Spofford leads director selection/refresh, Board/committee evaluations, and ESG oversight via the ESG Sub-Committee—key levers for board quality and investor confidence . Attendance thresholds were met across FY2023–FY2024, indicating acceptable engagement; meeting cadence increased in FY2024, reflecting active oversight .
- Alignment: Director pay structure is standard—$75k cash retainer plus committee fees and $125k annual time-based RSUs; cash increased year-over-year for Spofford, while equity remained constant, aligning with governance norms and ownership guidelines (5x retainer, with retention requirements) .
- Conflicts and risk indicators: No related-party transactions disclosed for Spofford; hedging/pledging prohibited; Audit Committee reviews RPTs; presence of CEO role at J.Jill introduces potential time-commitment risk, mitigated by Leslie’s Director Overboarding Policy and independence-focused committee composition . Corporate opportunity renunciation protects non-employee directors unless an opportunity is expressly offered in their capacity as a Leslie’s director, clarifying fiduciary expectations across external engagements .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, stock pledging/hedging, or equity award repricing for directors .