Lorna Nagler
Leslie'sAbout Lorna Nagler
Lorna E. Nagler, age 68, joined the Leslie’s Board on June 19, 2024, as an independent Class II director. She brings nearly 40 years of retail leadership with core credentials in retail/merchandising, strategic management, supply chain, human capital, brand/consumer marketing, digital commerce, governance/risk, senior leadership, and public company experience; she has chaired Ulta Beauty’s board since June 2022. At Leslie’s, all non‑employee directors (including Ms. Nagler) are independent under Nasdaq rules. Under declassification, she stood for a one‑year term at the March 12, 2025 annual meeting and is expected to stand for a one‑year term again at the 2026 meeting, with all directors moving to annual terms in 2027 .
Past Roles
- Prior operating roles across Bealls Department Stores, Christopher & Banks Corporation, Lane Bryant, Catherines Stores, and Kmart Corporation (titles/dates not detailed in the proxy) .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulta Beauty, Inc. (Nasdaq: ULTA) | Board Chair | Chair since June 2022; director since 2009 | Compensation; Nominating & Corporate Governance |
| Hibbett Sports (acquired by JD Sports) | Director; Compensation Committee Chair | Jun 2019 – Jul 2024 (ended on acquisition) | Chaired Compensation Committee |
| Wisconsin Foundation and Alumni Association | Board Member | Appointed Jul 2020 | Audit Committee member |
Board Governance
- Committee assignments: Member, Compensation Committee; the committee is fully independent, chaired by Seth Estep, and oversees executive pay, equity plans, and the clawback policy; the committee engaged independent consultant FW Cook (no conflicts) .
- Independence: All non‑employee directors are independent under Nasdaq and SEC standards .
- Attendance and engagement: FY2024—10 Board meetings, 11 Audit, 7 Compensation, 7 Nominating & Governance; all incumbent directors attended ≥75% of their meetings; 7 of 8 directors attended the prior annual meeting .
- Terming/declassification: As a Class II director, she stood for a one‑year term at the 2025 Annual Meeting and will do so again in 2026; starting 2027, all directors elected annually .
- Board structure: Independent Chairman (John Strain); board separates Chair and CEO roles .
Committee Memberships (LESL)
| Committee | Role | Notes |
|---|---|---|
| Compensation Committee | Member | Independent; uses FW Cook; oversees clawback policy |
Term & Elections
| Class | Initial Appointment | 2025 Ballot | 2026 Ballot | 2027 and Beyond |
|---|---|---|---|---|
| Class II | Elected by Board Jun 19, 2024 | One‑year term (to 2026 meeting) | One‑year term (to 2027 meeting) | All directors move to annual elections (declassified) |
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Annual cash retainer – Board member | $75,000 |
| Lead Independent Director retainer | $25,000 |
| Committee retainers – Audit (Chair/Member) | $25,000 / $10,000 |
| Committee retainers – Compensation (Chair/Member) | $15,000 / $10,000 |
| Committee retainers – Nominating & Corporate Governance (Chair/Member) | $10,000 / $5,000 |
| Standard director equity grant | $125,000 in RSUs (pro‑rated for initial appointments) |
| Vesting of director RSUs | Time‑based; earlier of one‑year from grant or day prior to next annual meeting |
FY2024 Director Compensation – Lorna E. Nagler
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) | Notable Grant Details |
|---|---|---|---|---|---|
| 2024 | 25,220 | 91,438 | — | 116,658 | RSU grant date Aug 13, 2024; 29,029 RSUs outstanding at 9/28/24 |
Performance Compensation
| Item | Details |
|---|---|
| Director equity vehicles | RSUs only (time‑based), set at $125,000 value and pro‑rated for initial appointments |
| Vesting schedule | Time‑based; earlier of one‑year anniversary or day prior to next annual meeting |
| Performance metrics for directors | None disclosed for director equity; not performance‑contingent |
| Clawback coverage | Compensation Committee oversees clawback; Board policy compliant with Nasdaq; recoupment provisions in A&R 2020 Plan |
Other Directorships & Interlocks
| Company | Sector Proximity to LESL | Interlock/Conflict Notes |
|---|---|---|
| Ulta Beauty | Beauty specialty retail (consumer discretionary) | No related‑party transactions with LESL disclosed; policy requires Audit Committee approval for any related‑party transactions >$120,000 |
| Hibbett Sports (former) | Sporting goods retail | Ended Jul 2024; no LESL related‑party transactions disclosed |
| Wisconsin Foundation & Alumni Association | Non‑profit | Not a commercial counterparty; no conflicts disclosed |
Expertise & Qualifications
- Skills matrix highlights: retail/merchandising; strategic management; supply chain; human capital; brand/consumer marketing; digital commerce; governance/risk; senior leadership; public company experience .
- Board skills snapshot (as of Jan 1, 2025) includes her in retail/merchandising, strategy, supply chain, digital, human capital, governance/risk, senior leadership, and public company experience categories .
Equity Ownership
| As‑Of Date | Shares Beneficially Owned | Percent of Outstanding | RSUs/Notes |
|---|---|---|---|
| Dec 31, 2024 | — (none counted for beneficial ownership) | <1% | RSUs not counted unless vesting within 60 days; director had outstanding RSUs |
| Sep 28, 2024 | — | — | 29,029 RSUs outstanding (director awards) |
| Jul 14, 2025 | 29,029 | <1% | Based on beneficial ownership table at that date (RSUs/shares eligible per SEC rules) |
- Director stock ownership guidelines: 5x annual cash retainer; directors must retain 50% of net shares from vesting until compliant; as of the record date all non‑employee directors were compliant via holdings or the 50% retention requirement .
- Hedging/pledging: Prohibited for directors; also barred from margin accounts .
Governance Assessment
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Strengths:
- Independent, consumer‑retail operator with board‑chair experience at ULTA; relevant skills for LESL’s retail execution and merchandising oversight .
- Active Compensation Committee member and signatory on the 2024 CD&A report; committee uses independent consultant (FW Cook) with no conflicts, enhancing pay governance .
- Director pay is equity‑heavy and time‑vested, aligning interests; pro‑rated RSU grant on appointment and standard $125k value supports ownership alignment .
- Robust policies: no hedging/pledging; director ownership guidelines (5x retainer) with compliance via retention; only independent directors serve on committees .
- Overboarding guardrails (≤4 public boards; ≤2 if an executive); her profile lists one other public board (ULTA) at nomination, within limits .
-
Watch items / potential red flags:
- Corporate opportunity waiver in charter permits Non‑Employee Directors to engage in overlapping businesses, with a carve‑out when opportunities are expressly offered solely in their capacity as LESL director; this is common in sponsor‑backed structures but warrants monitoring for conflicts .
- Board declassification is in process; full annual elections start in 2027—positive direction but not yet complete .
- No specific per‑director attendance disclosed; however, Board reports all incumbents met ≥75% attendance in FY2024 .
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Shareholder sentiment and safeguards:
- 2024 Say‑on‑Pay support ~97.6%, indicating broad investor approval of compensation practices .
- Clawback policy adopted and administered consistent with Nasdaq standards .
- Related‑party review policy in place; no related‑party transactions disclosed involving Ms. Nagler .
Overall, Ms. Nagler’s deep multi‑format retail background, current chair role at ULTA, and participation on LESL’s fully independent Compensation Committee support board effectiveness and investor alignment; conflict mitigants (hedging/pledging bans, ownership guidelines, related‑party oversight) are in place, with the charter’s corporate opportunity waiver a standard but notable point to monitor .