Nancy Faginas-Cody
About Nancy Faginas-Cody
Independent director since December 2021; age 65 as of April 1, 2025. Veteran IT executive with 40+ years of experience, including Senior Vice President, Information Technology Enterprise Business Systems at The Walt Disney Company (2013–2020). Education: MBA, University of California–Irvine; BA in Economics, California State University–Fullerton . She is nominated for re-election as a Class II director in 2025 to serve through 2028 if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | SVP, IT Enterprise Business Systems | 2013–2020 | Led global corporate enterprise business systems |
| Disney Consumer Products, Inc. | VP, Information Technology | 2004–2013 | Senior IT leadership |
| Disney Stores Worldwide | Director, Information Technology | 1999–2004 | IT leadership for retail chain |
| FEDCO | IT leadership roles | Not disclosed | Retail IT leadership |
| MacFrugal’s | IT leadership roles | Not disclosed | Retail IT leadership |
External Roles
- No other public-company directorships disclosed in LOCO’s proxy; biography lists prior operating roles (Disney, FEDCO, MacFrugal’s) without other board service .
Board Governance
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit Committee | Member | 5 |
| Nominating & Corporate Governance Committee | Chair | 7 |
| Compensation Committee | Not a member | 7 |
- Independence: Board determined Faginas-Cody is independent under Nasdaq rules; also independent for Audit Committee under Nasdaq and Rule 10A-3 .
- Attendance and engagement: Board held 12 meetings in 2024; each incumbent director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee report signatories include Faginas-Cody, evidencing active participation .
- Director stock ownership guidelines: 5x annual board cash retainer; directors are in compliance or within five-year transition .
- Hedging/pledging: Prohibited for directors (limited pledge exception requires company pre-approval) .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 90,000 | 165,000 |
| 2023 | 71,868 | 90,000 | 161,868 |
- Cash components (policy): Annual cash retainer $60,000 for non-chair directors; committee chair fees—Audit $15,000, Compensation $12,500, Nominating & Corporate Governance $10,000; committee member fee $5,000, all paid quarterly .
- Her 2024 roles (Audit member; Nominating chair) are consistent with the $75,000 fees earned reported for Faginas-Cody .
Performance Compensation
| Grant date | Equity type | Shares granted | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|
| May 29, 2024 | Restricted Shares | 8,604 | 90,000 | Vest in full on first anniversary; accelerate upon termination by Company without “cause,” death, or “disability” |
- As of Dec 25, 2024, she had 10,502 unvested restricted shares outstanding .
- Director equity awards are time-based; no performance metrics (e.g., TSR/EBITDA) are disclosed for director grants .
Other Directorships & Interlocks
- Compensation Committee interlocks: 2024 committee members were Babb, Borgese, Buller, Gonzalez; none had relationships requiring Item 404 disclosure; Faginas-Cody was not a compensation committee member in 2024 .
Expertise & Qualifications
- Deep enterprise IT, data systems, and cybersecurity relevance: Audit Committee oversees data privacy and cybersecurity programs, aligning with her IT background .
- Governance leadership: Chair of Nominating & Corporate Governance Committee with responsibilities for board composition, diversity, evaluations, and ESG oversight .
- Education: MBA (UC Irvine), BA Economics (CSUF) .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Total beneficial ownership (shares) | 32,868 | Record date April 2, 2025 |
| Ownership % of class | Less than 1% | Record date April 2, 2025 |
| Unvested restricted shares | 10,502 | Dec 25, 2024 |
- Stock ownership guidelines: Required ownership equal to 5x annual board cash retainer; directors are in compliance or within the five-year transition period .
- Hedging and pledging restrictions enhance alignment .
Governance Assessment
- Board effectiveness: Active Audit member and Nominating & Corporate Governance Committee chair with strong attendance (≥75%), supporting robust oversight of financial reporting, cybersecurity, board composition, and ESG matters .
- Alignment: Compensation mix skews toward equity (2024: $90k equity vs $75k cash), reinforcing skin-in-the-game; stock ownership guidelines further align interests .
- Independence and conflicts: Determined independent; no related-party transactions naming Faginas-Cody identified in Item 404 disclosures; not on Compensation Committee in 2024, mitigating interlock risks .
- Signals for investors: Governance posture (time-based equity, ownership guidelines, hedging/pledging prohibitions) supports investor confidence; her enterprise IT expertise is directly relevant to Audit Committee cyber oversight .
RED FLAGS
- None identified specific to Faginas-Cody in LOCO’s 2025 proxy (no Item 404 related-party exposure; Section 16(a) delinquency notices did not include her) .