Douglas Edwards

About Douglas Edwards

Douglas R. Edwards, age 67, is an independent director at The Children’s Place (PLCE) since 2024; he serves on the Audit Committee and chairs the Corporate Responsibility, Sustainability & Governance (CRS&G) Committee. Edwards was Executive Vice President and Deputy General Counsel at Wells Fargo overseeing the Global Commercial and Securities Division; earlier roles include legal leadership positions at First Union/Wachovia and commercial litigation at Hodgson, Russ, Andrews, Woods & Goodyear. He holds a B.A. (University of Virginia, 1979), M.A. in history (University of Kentucky, 1985), and J.D., cum laude (University of Buffalo, 1985) .

Past Roles

External Roles

Board Governance

• Committee assignments (early fiscal 2025): Edwards chairs CRS&G and is a member of the Audit Committee; Audit Committee chaired by Hussan Arshad; CRS&G members include Edwards, Arshad, and Asif Seemab .
• Attendance: In fiscal 2024, the Board held 19 meetings; Audit 7; CRS&G 8; Human Capital & Compensation (HC&C) 5; “All directors, all meetings” for each body (no absences) .
• Independence: Edwards is identified as an independent director; Audit Committee independence and financial sophistication are affirmed annually per SEC/NASDAQ standards .
• Controlled company status: Following a change in control, PLCE relies on NASDAQ controlled company exceptions (e.g., not requiring a majority independent Board and fully independent HC&C and CRS&G) .
• Shareholder engagement: Board practices include proxy access, majority voting in uncontested elections, and executive sessions without management; CRS&G leads nominations and shareholder-recommended candidates evaluation .

Committee Memberships (current as disclosed)

Fixed Compensation

Director compensation program (FY 2024 settings):

• Annual cash retainer: $70,000 .
• Annual equity grant: $140,000 in time-vested RSUs (TRSUs) for directors; $190,000 for Chairman; grants generally vest after one year on first business day of fiscal year; plan cap $250,000 per calendar year .
• Additional annual cash retainers: Chairman $100,000; Audit Chair $30,000; HC&C Chair $25,000; CRS&G Chair $25,000; Committee member retainers: Audit $15,000; HC&C $12,500; CRS&G $10,000 .
• No per-meeting fees disclosed; compensation structured as retainer plus equity .

Performance Compensation

Director equity is time-based (TRSUs) with no disclosed performance metrics (no PSUs or options for directors). Grant details below:

Notes:

• Fair value methodology: closing price on grant date per ASC 718; awards to individuals at retirement age may be subject to accelerated expensing for reporting .
• Company-selected executive performance measures (context for HC&C oversight): Net Income, Adjusted Operating Income, Adjusted Free Cash Flow (for PVP disclosures; not applied to director pay) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial/legal risk oversight: Former EVP & Deputy GC at a major financial institution; experience spans commercial and securities law and bankruptcy litigation .
• Governance and ESG oversight: Chairs CRS&G, with mandate over ESG/governance risks and nominations .
• Audit oversight: Member of Audit Committee; committee report signed by Arshad (Chair), Edwards, and Summerton in 2025; similar 2024 report signed by Arshad, Umair, Edwards .

Equity Ownership

Insider Trades (Form 3/4)

Source: Insider-trades skill output; “securitiesOwned” reflects post-transaction positions (more current than proxy tables).

Governance Assessment

• Positives:

  • Independent status, strong legal/financial oversight experience; chairs CRS&G and sits on Audit—positions central to governance quality and risk oversight .
  • Full attendance across Board and committees in fiscal 2024; high engagement signals .
  • Alignment mechanisms: annual TRSUs; stock ownership guidelines (5x cash retainer over five years); hedging/pledging prohibitions reduce misalignment risk .

• Watch items / potential red flags:

  • Controlled company reliance: Board has chosen NASDAQ “controlled company” exceptions—HC&C and CRS&G need not be fully independent; this can dilute minority shareholder protections even with Edwards as CRS&G Chair .
  • Related-party transactions with controlling shareholder (Mithaq): CRS&G approves these (credit facility; rights offering with debt forgiveness); Edwards’ committee leadership increases the importance of rigorous process and fairness review .
  • Concentrated control: Mithaq holds ~62.2% of shares, enabling unilateral outcomes on shareholder approvals (including written consent proposals), elevating governance risk perceptions despite committee oversight .

Overall, Edwards’ legal-risk background and committee leadership bolster governance effectiveness; however, PLCE’s controlled company status and material related-party dealings require heightened scrutiny of CRS&G processes to maintain investor confidence .