Maile Naylor
Leslie'sAbout Maile Naylor
Maile Naylor (age 51) is an independent director of Leslie’s, Inc., appointed in May 2024. She spent 25 years in investment management focused on global consumer discretionary companies, including as an Investment Officer at MFS Investment Management (2005–2018), with prior roles at Scudder Kemper Investments and Wellington Management. She holds a B.S. in Finance from Boston University and is a CFA charterholder; she also serves on the boards of BJ’s Wholesale Club Holdings, Inc. and Laird Superfood, Inc., and on the Boston Ballet board of advisors (with prior service on the Boston Children’s Museum President’s Council, 2019–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Investment Officer (consumer discretionary coverage) | 2005–Apr 2018 | Long-tenor buy-side analyst experience |
| Scudder Kemper Investments | Investment professional | N/D | Consumer coverage (prior roles; tenure not disclosed) |
| Wellington Management | Investment professional | N/D | Consumer coverage (prior roles; tenure not disclosed) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) | Director | Current | Public company board experience |
| Laird Superfood, Inc. (NYSE American: LSF) | Director | Current | Public company board experience |
| Boston Ballet | Board of Advisors | Current | Advisory role |
| Boston Children’s Museum | President’s Council member | Oct 2019–Oct 2022 | Advisory role |
Board Governance
- Committee assignments at LESL: Audit Committee member; Compensation Committee member (not a chair) .
- Independence: Board determined all non-employee directors (including Naylor) are independent under Nasdaq rules; only independent directors sit on Board committees .
- Attendance and engagement: In FY2024, the Board held 10 meetings; Audit 11; Compensation 7; Nominating & Corporate Governance 7. All incumbent directors attended at least 75% of the aggregate Board and committee meetings on which they served; seven of eight then-current directors attended the prior year’s annual meeting .
- Board leadership: Independent Chairman (John Strain); executive sessions for independent directors are held regularly .
Fixed Compensation
| Component | Program Detail | 2024 Actual (USD) |
|---|---|---|
| Board annual cash retainer | $75,000 for Board members (non-Chair) | $35,755 fees earned |
| Committee fees | Audit member $10,000; Compensation member $10,000 (chair fees higher) | Included within fees above |
| Equity (RSUs) | Annual grant sized at $125,000, pro-rated for initial election; RSUs vest on earlier of 1-year from grant or day prior to next annual meeting | $100,685 grant-date fair value; RSU grant date May 23, 2024 |
| Other compensation | Health-benefit eligibility only for directors in place prior to FY2023 | $0 for Naylor |
| Total | — | $136,440 |
Notes:
- RSUs outstanding at FY2024 year-end: 20,057 units .
- Director stock ownership guidelines: 5× annual cash retainer; all non-employee directors (including Naylor) were in compliance via holdings or 50% retention rule .
Performance Compensation
Naylor’s director equity is time-based RSUs (no performance-conditioned awards). As a Compensation Committee member, she oversees executive incentive design and outcomes:
| Incentive Mechanism | Metric(s) | Target Structure | FY2024 Outcome |
|---|---|---|---|
| Annual cash bonus (NEOs) | Adjusted EBITDA | Threshold $160.0M (25% payout), Target $180.0M (100%), Max $200.0M (200%) | Actual $108.7M; payout 0% |
| PSUs (FY2023 program, tranche for 2023–2024) | Cumulative Adjusted Net Income (75% weight); Cumulative Revenue (25%) | Threshold $480M / $4,810M; Target $540M / $5,130M; Max $605M / $5,470M | Actual $50.0M / $2,781.3M; tranche did not vest |
| PSUs (FY2024 program design) | Cumulative Adjusted Net Income (75%); Revenue (25%) | 2-year performance period (FY2024–FY2025); 0–200% payout; settlements in Q1 FY2026 and Q1 FY2027 | Tracking below target per CD&A commentary (no payout yet) |
Governance features:
- Independent consultant FW Cook engaged; Compensation Committee evaluated and found no conflicts; FW Cook provided only committee services .
- Clawback policy compliant with Nasdaq; Omnibus plan provides for disgorgement/forfeiture after restatements and for misconduct .
- 2024 Say-on-Pay support ~97.6% .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| BJ’s Wholesale Club (BJ) | Retailer (club) | No disclosed transactions with LESL; not a direct pool category competitor |
| Laird Superfood (LSF) | Consumer products | No disclosed transactions with LESL; unrelated category |
| Non-profit roles | Advisory (Boston Ballet; prior Boston Children’s Museum) | No conflicts disclosed |
- Overboarding: Company policy limits directors to ≤4 public boards and Audit members to ≤3 audit committees; Nominating & Corporate Governance Committee confirmed compliance for nominees; Naylor’s two public boards and LESL audit membership are within policy .
Expertise & Qualifications
- 25-year track record as buy-side investor in consumer discretionary; brings finance/accounting, investor-relations knowledge, and public company experience .
- CFA charterholder; B.S. Finance (Boston University) .
- Board skills matrix lists Finance/Accounting, Senior Leadership, Public Company Experience for Naylor .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | RSUs Outstanding | Pledging/Hedging | Compliance with Director Ownership Guidelines |
|---|---|---|---|---|---|
| Maile Naylor | 8,300 shares | <1% | 20,057 RSUs (as of 9/28/24) | Prohibited for directors (Insider Trading Policy) | In compliance (via holdings or 50% retention) |
Governance Assessment
- Strengths: Independent director; serves on Audit and Compensation committees; meaningful buy-side consumer expertise; strong pay-for-performance posture evidenced by zero NEO bonuses at sub-threshold results; robust clawback; hedging/pledging prohibited; high shareholder support on Say-on-Pay .
- Alignment: Director pay predominantly equity-based RSUs with annual vesting aligned to annual meeting; director ownership guidelines (5× retainer) and retention requirements enforced; Naylor in compliance .
- Independence/attendance: Board affirmed independence; all incumbent directors ≥75% meeting attendance; independent chairman; executive sessions in place .
- Conflicts/related-party: No related party transactions disclosed involving Naylor; no director family relationships reported for her; overall related-party oversight via Audit Committee policy .
- Watch items: Company performance below targets (Adjusted EBITDA; PSU metrics) increases importance of rigorous incentive calibration; continued monitoring of committee workload across multiple boards under overboarding policy .