Lauren Peters
LA-Z-BOYAbout Lauren Peters
Lauren B. Peters (age 64) is an independent director of La‑Z‑Boy Incorporated, serving since 2016 and currently Chair of the Audit Committee. She is a licensed CPA and former Executive Vice President & CFO of Foot Locker, with prior roles in strategic planning and audit at Robinsons‑May and Arthur Andersen, respectively, bringing deep finance, retail, and risk oversight credentials to LZB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foot Locker, Inc. | EVP & Chief Financial Officer | 2011–2021 | Led large public-company finance org; strategic and risk oversight |
| Foot Locker, Inc. | SVP Strategic Planning | 2002–2011 | Long-range planning; value creation |
| Robinsons‑May (May Department Stores) | Senior financial leadership | Prior to 2002 | Consumer retail finance experience |
| Arthur Andersen & Co. | Audit Manager | Prior | Foundational audit/controls expertise; CPA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc | Director (public company) | Since 2021 | Security products; governance and risk experience |
| Victoria’s Secret & Co. | Director (public company) | Since 2021 | Global retailer; consumer/omnichannel insights |
| Katharine Hepburn Cultural Arts Center | Trustee; Finance Committee member | Since Jun 2023 | Non‑profit finance oversight |
Board Governance
- Independence: The Board determined Peters is independent under NYSE standards; all committees are composed solely of independent directors .
- Committee assignments: Audit Committee Chair; members include Mark S. LaVigne and Michael T. Lawton; each member is financially literate and designated an “audit committee financial expert” .
- Audit Committee scope and cadence: Oversight of financial reporting, internal/external audit, ethics/compliance, cybersecurity/IT controls, climate‑related disclosure developments; held 9 meetings in FY2025 .
- Board attendance and engagement: Board met 5 times in FY2025; non‑employee directors held executive sessions at every meeting; each director attended at least 75% of Board/committee meetings .
- Lead independent structure: CEO serves as Chair since Dec 2024, balanced by independent Lead Director (Michael Lawton) who coordinates agendas and executive sessions .
- Policies supporting investor alignment: Anti‑hedging and anti‑pledging policies; director overboarding limits; strong stock ownership guidelines .
Fixed Compensation
| Component | FY2025 Detail | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $105,000 | N/A |
| Committee chair retainer (Audit Chair) | $20,000 | N/A |
| Total cash fees (Peters) | $125,000 | N/A |
| Annual RSU grant (standard) | 3,372 RSUs; grant date Aug 29, 2024; grant date fair value $135,014.88 | RSUs vest and settle in shares on the one‑year anniversary of grant; dividend equivalents accrue until vest |
| FY2025 RSU fair value (Peters) | $135,015 | As above |
| All other compensation (Peters) | $18,653 (dividend equivalents on RSUs) | Paid at vest |
- Director compensation mix in FY2025 (Peters): cash $125,000 vs equity $135,015; total $278,668 .
- Program changes in FY2025: Cash retainer increased to $105,000; equity grant value increased to $135,000; Chair of the Board retainer increased to $110,000; Nominating & Governance Chair retainer increased to $15,000; FW Cook assessed competitiveness/governance alignment .
Performance Compensation
- Not applicable for directors at LZB; non‑employee directors receive fixed cash retainers plus time‑based RSUs (no performance metrics attached) .
Other Directorships & Interlocks
- Current public boards: Allegion plc and Victoria’s Secret & Co. (no disclosed transactional ties to LZB; no related‑party transactions reported in FY2025) .
- Overboarding compliance: Policy limits other directors to ≤3 additional public boards; Audit Committee members to ≤2 other audit committees; Peters holds two other public directorships, within policy limits (committee memberships at those companies not disclosed) .
Expertise & Qualifications
- Financial expertise: CPA; former public‑company CFO; designated audit committee financial expert; deep experience in financial reporting, risk management, and internal controls .
- Retail/consumer and omnichannel: 30+ years in fashion‑oriented, consumer‑facing omni‑channel businesses; strategic planning leadership .
- Governance and risk: Extensive board experience across public companies; oversight of audit, cybersecurity, compliance, and ESG disclosure topics via Audit Committee scope .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | RSUs (Director) | Rights to Acquire within 60 Days | Total Beneficial Ownership |
|---|---|---|---|---|
| Lauren B. Peters | 8,472 | 22,083 | — | 30,555 |
- Ownership alignment: Non‑employee directors must hold LZB equity equal to 5x annual cash retainer; as of Apr 26, 2025, all non‑employee directors with ≥5 years’ tenure met guidelines (Peters has served since 2016) .
- Pledging/hedging: Company prohibits hedging, pledging, short sales by directors .
- Note: RSUs granted after Aug 30, 2022 vest on the one‑year anniversary of grant; earlier director RSUs (pre‑Aug 30, 2022) settle upon departure from the Board .
Governance Assessment
- Strengths: Independent Audit Committee chaired by Peters with all members designated “financial experts”; robust scope including cybersecurity and climate‑related disclosure; consistent executive sessions and high attendance; stringent anti‑hedging/pledging policy; director ownership guidelines met, supporting alignment .
- Compensation signals: Balanced director pay mix with meaningful equity via time‑based RSUs; FY2025 program adjustments driven by independent consultant review; no performance‑linked director pay, consistent with governance best practices .
- Conflicts/Red flags: No related‑party transactions; overboarding policy monitored; Peters’ two public boards within limits; no share pledging; no disclosed conflicts with LZB suppliers/customers .
- Board environment: Say‑on‑pay approval ~97% at 2024 meeting, indicating broad investor support for compensation governance; continued shareholder engagement on strategy, board refreshment, and ESG .