Janet Kerr
LA-Z-BOYAbout Janet E. Kerr
Janet E. Kerr, age 71, has served on La-Z-Boy’s Board since 2009 and is currently Chair of the Nominating and Governance Committee. She is independent under NYSE and company guidelines. Kerr is Professor Emeritus at Pepperdine’s Caruso School of Law, former Vice Chancellor of Pepperdine University, a founder/co-founder of multiple technology companies, and holds certifications in cybersecurity oversight (Carnegie Mellon SEI), disruptive technologies (University of Cambridge), and AI/Generative AI (MIT). Her public company board experience includes AppFolio, Inc. and Tilly’s, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepperdine University | Vice Chancellor | 2016–2023 | Senior leadership, governance |
| Pepperdine Caruso School of Law | Professor; Professor Emeritus | 1983–2013; since 2013 | Legal, governance, ESG lecturing and consulting |
| Exemplify, Inc. (acquired by Bloomberg BNA) | Co-founder; Chief Strategy Officer | until 2014 | Technology, knowledge management |
| Palmer Center for Entrepreneurship & the Law (Pepperdine) | Founder; Executive Director | n/a | Entrepreneurship and governance program creation |
| X-Laboratories (with HRL Laboratories) | Co-founder | n/a | Technology commercialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AppFolio, Inc. | Director | since 2015 | Cloud-based business management software |
| Tilly’s, Inc. | Director | since 2011 | Apparel, footwear and accessories retailer |
Board Governance
- Committee assignments: Chair, Nominating and Governance; member roster shows independent-only committees across Audit, Compensation & Talent Oversight, and Nominating & Governance .
- Independence: Board determined all non-employee directors, including Kerr, are independent; CEO/Chair does not serve on committees .
- Attendance and engagement: Board met 5 times in FY2025; at every meeting, independent directors met in executive session; each director attended at least 75% of Board/committee meetings during their service .
- Lead Independent Director structure: CEO/Chair role combined in Dec 2024; Michael Lawton serves as Lead Director with defined responsibilities (agendas, executive sessions, liaison) .
- Overboarding policy: Non-executive directors capped at three other public boards (plus LZB) unless approved; audit committee members capped at two other audit committees unless approved .
- Anti-hedging/anti-pledging and insider trading policy: Directors prohibited from hedging/pledging, short sales, and derivatives; strong ownership guidelines apply .
Fixed Compensation
Policy and grant structure for FY2025:
- Annual cash retainer: $105,000 for non-employee directors .
- Committee chair retainers: $15,000 (Nominating & Governance), $20,000 (Audit), $15,000 (Compensation & Talent Oversight) .
- Equity grant: 3,372 RSUs per director on Aug 29, 2024, grant date fair value $135,014.88, vest and settle in shares on one-year anniversary; dividend equivalents accrue and pay only upon vesting .
- Program adjustments: FY2025 increases approved to cash retainer ($105,000), equity grant value ($135,000), Chair of the Board ($110,000), Nominating & Governance Chair ($15,000) .
FY2025 Actual (Janet E. Kerr):
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 115,190 | Annual cash retainer + prorated N&G chair transition |
| RSU Awards (Grant-date FV) | 135,015 | From 8/29/2024 grant (3,372 RSUs), vests in 1 year |
| All Other Compensation | 55,570 | Dividend equivalents on RSUs |
| Total | 305,775 | Sum of components |
Performance Compensation
Directors do not receive performance-based pay; equity is time-based RSUs that vest after one year; no options or PSU metrics are used for directors. Anti-hedging/pledging policies apply to directors .
| Metric | Applicability | FY2025 Details |
|---|---|---|
| Sales/Operating Margin/TSR targets | Not applicable to director pay | Director pay uses fixed cash and time-based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Industry | Relationship to LZB | Potential Conflict |
|---|---|---|---|
| AppFolio, Inc. | Cloud-based business management software | Not a furniture manufacturer/retailer | Low; no supplier/customer overlap disclosed |
| Tilly’s, Inc. | Apparel & accessories retail | Not furniture/home furnishings | Low; no supplier/customer overlap disclosed |
- Related person transactions: None requiring disclosure since beginning of FY2025 per Item 404 policy review .
- Overboarding: Kerr serves on two other public boards, within policy limits .
Expertise & Qualifications
- Governance and legal: Nationally recognized author/lecturer in securities compliance, ESG, banking law, corporate governance .
- Technology and cybersecurity: Founder/co-founder of multiple tech companies; CERT cybersecurity oversight certificate (Carnegie Mellon SEI); Cambridge Disruptive Technologies; MIT AI and Generative AI certifications .
- Board skill matrix: Leadership, public board experience, finance, technology/digital, retail, consumer marketing, global perspective, risk management .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 53,104 | RSUs held (settle in shares) |
| Ownership % of shares outstanding | ~0.13% (53,104 / 41,167,047) | Shares outstanding 41,167,047 ; derived calc |
| RSUs settleable in cash | 12,927 | Legacy director RSUs settle in cash per program |
| Pledged shares | None disclosed | Proxy notes none of these shares are pledged |
| Ownership guidelines | 5x annual cash retainer for directors | All non-employee directors with 5+ years meet guideline as of 4/26/2025 |
RSU settlement mechanics:
- Pre–Aug 30, 2022 director RSUs settle upon Board departure; post–Aug 30, 2022 director RSUs vest and settle after one year .
Governance Assessment
- Strengths: Long-tenured independent director with deep governance, legal, and cybersecurity/technology credentials; chairs Nominating & Governance; strong attendance and independent executive sessions; robust anti-hedging/pledging and ownership guidelines support alignment .
- Investor sentiment: Say-on-pay approval ~97% in 2024, and structured shareholder engagement with Lead Director indicates constructive governance dialogue .
- Risks/Red Flags: None disclosed for related-party transactions; overboarding within policy; tenure since 2009 implies institutional knowledge—Board emphasizes ongoing refreshment with average tenure ~6.6 years among non-employee nominees, mitigating entrenchment concerns .
Insider Trades
- The proxy provides security ownership but does not list Form 4 transactions. For current insider transactions, consult SEC EDGAR filings for La-Z-Boy Incorporated; no insider trading activity is disclosed in the proxy itself .