John Strain
Leslie'sAbout John Strain
Independent Chairman of Leslie’s, Inc.; age 56; director since August 2018 (Chair since March 2024) with deep digital, technology, and retail operating experience. Former Chief Digital and Technology Officer at Gap Inc. (2019–2022), prior leadership at Salesforce and 11 years at Williams-Sonoma in digital/technology; B.S. in Finance from Santa Clara University; served briefly as interim CEO (Aug 24–Sept 9, 2024) before returning to independent director role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | Chief Digital and Technology Officer | Oct 2019–May 2022 | Led digital strategy, operations, ecommerce, tech, product management, data, loyalty, payments |
| Salesforce, Inc. | GM, Retail & Consumer Goods Industry | Not disclosed | Industry leadership in retail tech; consumer-centric delivery orientation |
| Williams-Sonoma, Inc. | Chief Digital and Technology Officer | 11 years | Responsible for technology, product management, digital marketing; record of digital transformation |
| Management Consulting | Consultant | 14 years | Broad advisory across consumer-facing operations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Hyatt Die Cast & Engineering Corporation | Director | Private | Manufacturing/engineering; no related-party transactions disclosed |
| EDITED (global retail analytics software) | Director | Private | Retail analytics; no interlocks/conflicts disclosed |
| Other public company boards | — | — | None |
Board Governance
- Role: Independent Chairman; board separates Chair and CEO roles; Chair oversees governance while CEO runs business .
- Independence: Board affirmed Strain’s independence, explicitly considering his interim CEO service and related compensation; all non-employee directors are independent .
- Committees: Not currently serving on board committees (focus on chair responsibilities) .
- Attendance/engagement: FY2024 Board met 10 times; committees met 11 (Audit), 7 (Compensation), 7 (Nominating & Corporate Governance). All incumbent directors attended ≥75% of their meetings; independent directors hold regular executive sessions .
- Declassification: Board phasing out classified structure by 2027; shareholders will be able to remove directors with or without cause at that time if approved; governance updates adopted/advanced in 2025 proxy .
- Lead Independent Director: Policy applies only when Chair is not independent; current Chair (Strain) is independent, so no Lead Independent Director designated .
Fixed Compensation
| Component | Amount ($) | Period/Detail |
|---|---|---|
| Cash fees (Board/Chair/committee) | 133,424 | FY2024; includes Chair retainer prorated after March 2024 |
| Non-Executive Chairman annual retainer (reference schedule) | 150,000 | Program-level schedule; annual cash retainer |
| Health premium portion (other comp) | 15,604 | Included within “All Other Compensation” line item |
| Interim CEO salary (other comp) | 44,000 | Interim CEO period Aug–Sept 2024; included in “All Other Compensation” |
| Total Director Compensation | 318,028 | FY2024 total for Strain (cash + RSUs + other) |
Notes:
- Director cash retainers (program reference): Board member $75,000; Audit Chair $25,000/Member $10,000; Compensation Chair $15,000/Member $10,000; Nominating Chair $10,000/Member $5,000 .
- Director compensation benchmarked annually to peer group and market median; FW Cook engaged; consultant independence confirmed .
Performance Compensation
| Equity Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Director grant) | Mar 14, 2024 | 18,248 ($125,000) | Vest on earlier of 1 year or day prior to next annual meeting | Standard non-employee director annual equity |
Company incentive metrics (context for pay-for-performance alignment; NEO programs):
| Metric | Threshold | Target | Maximum | Actual FY2024 |
|---|---|---|---|---|
| Adjusted EBITDA ($M) | 160.0 | 180.0 | 200.0 | 108.7 (no bonuses paid) |
| PSUs Performance (2023–2024 tranche) | Adj. Net Income ($M) 480 / Revenue ($M) 4,810 | 540 / 5,130 | 605 / 5,470 | 50.0 / 2,781.3 (0% vest) |
Other Directorships & Interlocks
| Company | Overlap with LESL competitors/customers/suppliers | Committee roles elsewhere |
|---|---|---|
| None (public companies) | Not applicable | — |
No related-party transactions disclosed involving Strain; Audit Committee oversees related person transactions under policy .
Expertise & Qualifications
- Digital commerce, technology and cybersecurity leadership spanning Gap, Salesforce, Williams-Sonoma; consumer-centric transformation track record .
- Finance training (B.S. Finance) and governance oversight as independent Chairman .
- Board skills include strategic management, governance/risk, senior leadership, public company experience per Board’s skills framework .
Equity Ownership
| Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 | 208,678 | <1% | As reported in 2025 proxy |
| Jul 14, 2025 | 376,926 | <1% | Includes 270,000 held by Strain Family Revocable Trust |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; all non-employee directors in compliance via holdings or 50% retention rule .
- Hedging and pledging prohibited for directors and officers (no margin accounts; no pledging) .
Outstanding equity awards (director RSUs):
| As of Sep 28, 2024 | RSUs Unvested | Market Value ($) |
|---|---|---|
| John Strain | 18,248 | 52,189 (based on $2.86/share) |
Governance Assessment
- Independence: Board explicitly evaluated interim CEO service; affirmed Strain’s independent status—positive governance signal mitigating conflict risk .
- Attendance/Engagement: Board and committee cadence robust; all directors ≥75% attendance; independent executive sessions—supports oversight quality .
- Alignment: Strong equity ownership guidelines, hedging/pledging prohibitions—reduces misalignment/pledging red flags .
- Compensation: Transparent, modest director equity via time-based RSUs; chair cash retainer appropriate; FY2024 director total elevated due to brief interim CEO role but clearly disclosed .
- Related Parties: No related-party transactions involving Strain; Section 16(a) compliance noted—no delinquent reports in FY2024 .
- Shareholder signals: 2024 say-on-pay support ~97.6%—broad investor approval of pay governance; Compensation Committee uses independent consultant with no conflicts .
- Board actions: As Chair, Strain led governance during declassification transition and special meeting process to regain Nasdaq compliance via reverse split; Board unanimous approval and transparent risk disclosure—balanced fiduciary posture .
Potential red flags: None disclosed specific to Strain. Interim CEO service could present perceived independence risk, but Board’s formal assessment and brief duration mitigate concerns . No pledging/hedging; no related-party transactions .
Summary Implications
- Board effectiveness: Independent Chair with deep digital/retail expertise; governance processes (declassification, ESG oversight, committee independence) indicate maturing oversight—supportive for investor confidence .
- Alignment: Ownership guidelines compliance and prohibition policies strengthen alignment; director equity is time-based, limiting risk of short-termism .
- Conflicts: Low; independence affirmed post-interim CEO service; no related-party ties reported .