Matthew Baer

About Matthew Baer

Matthew H. Baer (age 43) is an independent director of La‑Z‑Boy, elected effective January 1, 2025; he serves on the Nominating and Governance Committee and brings operating and digital-commerce leadership as CEO of Stitch Fix (2023–present), with prior senior roles at Macy’s (Chief Customer & Digital Officer, 2020–2023) and Walmart (VP eCommerce, 2016–2020) . The Board has determined Baer is independent under NYSE standards and company guidelines . During FY 2025, all directors attended at least 75% of Board and committee meetings for their service period .

Past Roles

External Roles

Board Governance

• Committee assignments: Nominating & Governance Committee member; Committee held 4 meetings in FY 2025; all members independent .
• Independence: Board determined Baer and 8 of 9 nominees are independent; all Board committees are comprised of independent directors .
• Attendance and engagement: Board met 5 times in FY 2025; executive sessions of independent directors were held at every Board meeting; each director attended ≥75% of meetings during their service period .
• Audit and Compensation committee activity levels: Audit held 9 meetings; Compensation and Talent Oversight held 4 meetings in FY 2025 .
• Overboarding policy: As a sitting public-company CEO, Baer fits policy limiting NEOs to one additional public board unless approved – he serves on one (LZB) in addition to his company’s board; policy reviewed annually .
• Election outcomes (shareholder support): Baer received 36,672,764 “For” votes and 186,440 “Withheld” at the 2025 Annual Meeting (broker non-votes 2,135,066), indicating strong support .

Director Election Results (2025 Annual Meeting)

Fixed Compensation

• FY 2025 non‑employee director compensation program: Annual cash retainer $105,000; annual equity grant value $135,015 (rounded to whole RSUs); Chair of Board retainer $110,000; committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Governance $15,000; program reviewed by independent consultant FW Cook and adjusted in Feb 2024 .
• Expenses/perquisites: Dividend equivalents accrue on RSUs (paid upon vesting); reimbursement for travel/education; NACD membership; product discounts .

FY 2025 Director Compensation (Baer)

Performance Compensation

• Equity grant structure: RSUs granted to non‑employee directors; RSUs vest and settle in shares on the one‑year anniversary of grant date; RSUs granted post‑Aug 30, 2022 accrue dividend equivalents until vesting .
• No performance metrics: Director pay does not include bonuses, options, or performance‑conditioned equity; compensation is time‑based and service‑linked .

RSU Grant Details (FY 2025)

Other Directorships & Interlocks

• Related‑party/transactions: Audit Committee reviews related person transactions; none requiring disclosure since the beginning of FY 2025 .

Expertise & Qualifications

• Leadership, technology/digital, retail, consumer marketing, global perspective, human capital management, and risk management; other public board experience .
• Biography notes operational leadership and legal background; brings e‑commerce and digital growth expertise to Board oversight of technology/digital strategy .

Equity Ownership

• Stock ownership guidelines: Non‑employee directors must own LZB equity equal to 5x annual cash retainer; five‑year compliance window from first full calendar year after becoming subject to guidelines; hedging and pledging prohibited .
• As of April 26, 2025, long‑tenured directors (≥5 years) met the guidelines; new directors are within the five‑year transition period .
• Beneficial ownership: Baer held 2,030 RSUs as of June 27, 2025; no director or NEO other than the CEO owned ≥1% of shares .

Beneficial Ownership (as of June 27, 2025)

Insider Trades (Form 4 – 2025)

Governance Assessment

• Strengths: Clear independence; strong shareholder support in 2025 election; active committee service (Nominating & Governance, 4 meetings); robust Board governance practices (majority voting/resignation policy, executive sessions, anti‑hedging/pledging, ownership guidelines) .
• Alignment: Director pay is balanced between cash and time‑vested RSUs, with dividend equivalents accruing until vesting; stock ownership guideline at 5x annual cash retainer supports alignment; Baer is in the five‑year compliance window as a new director .
• Potential risks/considerations: Baer is a sitting public‑company CEO (Stitch Fix); LZB’s overboarding policy allows one additional public board for NEOs, which he meets; no related‑party transactions disclosed; monitor time commitments and future committee expansions for overboarding or conflicts as responsibilities evolve .
• Market sentiment context: Say‑on‑pay passed with substantial support, and Baer’s individual election results show high shareholder backing, bolstering governance confidence .