Susan O’Farrell
Leslie'sAbout Susan O’Farrell
Susan O’Farrell is an independent director of Leslie’s, Inc., serving since October 2020. She is the Audit Committee Chair and an SEC-designated “audit committee financial expert.” Her background includes CFO of BlueLinx Holdings and senior finance roles at The Home Depot; she holds a B.S. in Business Administration (Auburn) and the CERT Certificate in Cybersecurity Oversight (Carnegie Mellon). Age 61 as of the 2025 proxy; she also completed the Emory Goizueta Executive Leadership Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueLinx Holdings, Inc. | CFO, SVP, Principal Accounting Officer, Treasurer | 2014–2020 | Public-company CFO; finance and accounting leadership |
| The Home Depot | Senior finance executive; VP Finance (retail support); finance lead for At Home Services Group | 1999–2014 | Led finance teams supporting retail; operating finance leadership |
| Andersen Consulting (Accenture predecessor) | Associate Partner | Until 1996 | Left for strategic info systems role at AGL Resources |
| AGL Resources | Strategic information systems role | Post-1996 | Technology/operations exposure |
External Roles
| Organization (Ticker) | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Savers Value Village, Inc. (SVV) | Director | Since 2023 | Board service (committee not disclosed in LESL proxy) |
| National Vision Holdings, Inc. (EYE) | Director; Audit Committee member | Since Feb 2024 | Audit Committee member |
Board Governance
- Committee assignments: Audit Committee Chair; members include O’Farrell (Chair), Yolanda Daniel, Maile Naylor (2025) . In 2024: O’Farrell (Chair), Daniel, Strain .
- Expertise: Board has determined O’Farrell is an “audit committee financial expert;” all Audit Committee members are financially literate; the Audit Committee oversees internal controls, auditor independence, and related-party transactions .
- Attendance: In FY2024, the Board held 10 meetings; Audit 11; Compensation 7; NCGC 7; all incumbent directors attended at least 75% of applicable meetings .
- Independence: Audit Committee members must be independent under Nasdaq/SEC rules; the Board emphasizes independence for Audit membership .
- Executive sessions: Independent directors meet in executive session on a regularly scheduled basis .
- Tenure: Joined Leslie’s Board in October 2020 .
Fixed Compensation
| Component | Amount/Policy | Source/Notes |
|---|---|---|
| Board cash retainer (non-chair) | $75,000 | 2025 director fee schedule |
| Audit Committee Chair fee | $25,000 | 2025 director fee schedule |
| Audit Committee member fee (if not chair) | $10,000 | 2025 schedule |
| Compensation Committee Chair/member | $15,000 / $10,000 | 2025 schedule |
| NCGC Chair/member | $10,000 / $5,000 | 2025 schedule |
| Fiscal Year | Fees Earned (Cash, $) | All Other Comp ($) | Total Cash + Other ($) | Notes |
|---|---|---|---|---|
| FY2023 (proxy filed Jan 2024) | 95,000 | 9,464 | 104,464 | Cash aligns with $75k board + $25k audit chair (proration possible across periods) |
| FY2024 (proxy filed Jan 2025) | 100,000 | 9,565 | 109,565 | Cash reflects board retainer + audit chair |
- “All Other Compensation” consists of the company-paid portion of health insurance premiums for eligible directors (legacy eligibility) .
Performance Compensation
| Component | Detail | Vesting/Performance | Source |
|---|---|---|---|
| Annual RSU grant value | $125,000 | Time-based; number of RSUs = $125,000 ÷ closing price on grant date | 2025 policy |
| FY2023 RSU grant (all directors) | $125,000 grant-date fair value | Granted March 15, 2023; time-based vesting to earlier of 1-year from grant or day prior to next annual meeting | |
| FY2024 RSU grant | $125,000 grant-date fair value | Granted March 15, 2024 (for continuing directors); same vesting convention | |
| RSUs outstanding (as of 9/28/2024) | 18,248 RSUs (O’Farrell) | Unvested; time-based vesting | |
| Performance metrics for director equity | None (time-based only; no performance conditions) | N/A |
Other Directorships & Interlocks
| Company | Relationship to LESL | Potential Interlock/Conflict |
|---|---|---|
| National Vision (EYE) – optical retail | Unrelated retail vertical | No disclosed customer/supplier relationship to LESL in proxy; low direct conflict risk based on disclosed information |
| Savers Value Village (SVV) – thrift retail | Unrelated retail vertical | No disclosed relationship to LESL in proxy |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; SEC-defined “audit committee financial expert” .
- Cybersecurity oversight: CERT Certificate in Cybersecurity Oversight (Carnegie Mellon) .
- Industry: Retail and distribution leadership; public company CFO experience .
- Education: B.S. in Business Administration (Auburn); Emory Goizueta Executive Leadership Program .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficially owned shares | 26,015 | As of Dec 31, 2024; “<1%” of shares outstanding (185,208,018) |
| Ownership % | <1% | Footnote convention “*” indicates less than 1% |
| RSUs outstanding | 18,248 | As of Sept 28, 2024 |
| Hedging/pledging policy | Prohibited for directors and executive officers | Prohibits hedging, holding in margin accounts, or pledging; alignment-focused |
| Stock ownership guideline | 5× annual cash retainer (for non-employee directors) | All non-employee directors were in compliance as of record date (holdings or 50% net-share retention until met) |
Governance Assessment
-
Strengths for investor confidence
- Audit Committee leadership and SEC “financial expert” designation; Audit reports signed by O’Farrell in multiple years indicate active oversight of financial reporting and auditor independence .
- Strong independence posture: Audit Committee independence required; board uses executive sessions; related-party transactions are reviewed by Audit Committee (which she chairs) .
- Attendance: Board and committees exhibited robust cadence in FY2024 with all incumbents ≥75% attendance .
- Ownership alignment: Annual $125k RSUs with mandated ownership guidelines (5× retainer) and hedging/pledging ban; Board states all non-employee directors are in compliance .
-
Potential watch items
- Multi-board workload: Concurrent service on two other public company boards (including an Audit Committee seat at EYE) adds time commitments; no specific attendance shortfalls disclosed at LESL, but continued monitoring is prudent .
- Health plan participation (legacy eligibility) adds minor “other comp,” but amounts are modest and disclosed .
No related-party transactions or pledging by O’Farrell are disclosed; the company’s policy prohibits pledging and hedging, and the Audit Committee (which she chairs) reviews related-party matters .
Appendix: Reference Tables
Director Compensation Detail (FY2023–FY2024)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| FY2023 (proxy filed 2024) | 95,000 | 125,000 | 9,464 | 229,464 |
| FY2024 (proxy filed 2025) | 100,000 | 125,000 | 9,565 | 234,565 |
Meeting Cadence and Attendance (FY2024)
| Body | Meetings Held | Attendance Compliance |
|---|---|---|
| Board | 10 | All incumbents ≥75% attendance |
| Audit Committee | 11 | All incumbents ≥75% attendance |
| Compensation Committee | 7 | All incumbents ≥75% attendance |
| Nominating & Corporate Governance Committee | 7 | All incumbents ≥75% attendance |
Audit Committee Composition
| Year | Members | Notes |
|---|---|---|
| 2025 proxy | Susan O’Farrell (Chair); Yolanda Daniel; Maile Naylor | O’Farrell and Daniel designated “audit committee financial experts” |
| 2024 proxy | Susan O’Farrell (Chair); Yolanda Daniel; John Strain | O’Farrell and Daniel designated “audit committee financial experts” |
Beneficial Ownership (as of Dec 31, 2024)
| Holder | Shares | % Outstanding |
|---|---|---|
| Susan O’Farrell | 26,015 | <1% (of 185,208,018 shares) |
Director Equity Program and Ownership Guidelines
| Item | Policy |
|---|---|
| Annual RSU grant | $125,000 grant value; number of shares based on grant-date closing price |
| Vesting | Earlier of 1-year from grant or the day before the next annual meeting |
| Ownership guideline | 5× annual cash retainer; 50% net-share retention until met; all non-employee directors in compliance as of record date |
| Hedging/Pledging | Prohibited (hedging, margin accounts, pledging) |