Hussan Arshad
Childrens PlaceAbout Hussan Arshad
Independent director since 2024 (age 41); Audit Committee Chair and member of the Human Capital & Compensation Committee. Currently Group Senior Manager at DP World with prior roles at Ernst & Young and Bell Canada Enterprise; credentials include Chartered Professional Accountant (Canada), memberships in the Institutes of Chartered Accountants of Pakistan and England & Wales, and Certified Internal Auditor (US). Attended all Board and committee meetings in fiscal 2024, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DP World | Group Senior Manager leading complex audits and portfolio oversight | Not disclosed | Leads audits; advises on internal control best practices |
| Bell Canada Enterprise | Senior Manager, Operational Audits | Not disclosed | Operational audit leadership |
| Ernst & Young | Various positions | Not disclosed | Assurance and audit background |
External Roles
| Organization | Role | Public Company? | Committee Roles |
|---|---|---|---|
| DP World | Group Senior Manager | Not disclosed in proxy | Not applicable |
No other public company directorships disclosed for Arshad .
Board Governance
- Committee assignments: Audit Committee Chair; Human Capital & Compensation (HC&C) Committee member .
- Attendance: Board (19), Audit (7), CRS&G (8), HC&C (5) – “All members, all meetings” in fiscal 2024 .
- Independence: Classified as “Independent Director” and Audit Committee members determined independent per SEC/Nasdaq; Board relies on controlled company exceptions (majority-independent board and fully independent HC&C and CRS&G not required) .
- Board is a “controlled company” following Mithaq’s >50% stake; Board leadership includes an Executive Chairman nominated by Mithaq; committee charters and oversight are formalized (Audit, HC&C, CRS&G) .
Fixed Compensation
Actual FY2024 compensation for Arshad (pro-rated from Feb 29, 2024 appointment):
| Component | Amount (USD) |
|---|---|
| Cash fees | $116,250 |
| Stock awards (TRSUs) | $125,415 |
| Total | $241,665 |
Director compensation program (FY2024 standard structure):
| Element | Detail |
|---|---|
| Annual cash retainer | $70,000 |
| Equity grant (time-vested RSUs) | $140,000; $190,000 for Chairman; generally vests after one year (first business day of fiscal year); capped at $250,000 per calendar year for non-employee directors |
| Committee chair fees | Audit Chair $30,000; HC&C Chair $25,000; CRS&G Chair $25,000 |
| Committee member fees (including chairs) | Audit $15,000; HC&C $12,500; CRS&G $10,000 |
| Reimbursements/perks | Travel reimbursement; up to $6,000 director education; merchandise discount cards |
Note: Arshad’s FY2024 cash fees were pro-rated due to mid-year appointment .
Performance Compensation
Non-employee director equity is time-based (TRSUs) with no disclosed performance metrics; no options or performance-based awards are reported for directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| None disclosed | — | None disclosed |
Expertise & Qualifications
- Professional credentials: CPA (Canada); member of Institutes of Chartered Accountants (Pakistan; England & Wales); Certified Internal Auditor (US) .
- Audit and controls expertise: Prior EY and BCE operational audit experience; current leadership of complex audits at DP World; meets Nasdaq “financial sophistication” standard for Audit Committee members per Board determination .
- Governance participation: Audit Committee Chair; HC&C member; full attendance in FY2024 .
Equity Ownership
| Holder | Beneficial Shares | Unvested TRSUs (not counted in beneficial) | % of Shares Outstanding |
|---|---|---|---|
| Hussan Arshad | 8,474 | 14,493 (granted Feb 18, 2025) | 0.04% (8,474 / 22,039,122) |
- Stock ownership guidelines: Non-employee directors must acquire shares equal to 5x annual cash retainer within 5 years; compliance status for Arshad not disclosed .
- Hedging/pledging: Company prohibits hedging/pledging and trading in derivatives of Common Stock for directors .
- Section 16 compliance: Company reported nine late Form 4s for certain former directors in early 2024; Arshad not among them .
Governance Assessment
- Strengths:
- Independent Audit Chair with audit/control credentials; Audit Committee performed robust oversight (internal controls, PCAOB AS 1301 communications), and recommended inclusion of audited financials in 10-K .
- 100% attendance across Board and committees in FY2024, indicating high engagement .
- Alignment mechanisms: time-based equity grants and director ownership guidelines (5x cash retainer); prohibition on hedging/pledging supports investor alignment .
- Risks/Signals to monitor:
- Controlled company status and reliance on Nasdaq exceptions reduce independence requirements for HC&C and CRS&G committees; concentration of control by Mithaq (62.2%) may impact board dynamics and shareholder influence .
- Charter amendments enabling shareholder written consents and shareholder ability to fill board vacancies can accelerate actions driven by the controlling shareholder, potentially limiting minority shareholder input in practice .
- Related-party financing and rights offering transactions with Mithaq (credit facility, debt-for-equity forgiveness) indicate significant sponsor influence; no direct linkage to Arshad disclosed, but oversight sensitivities remain for the Audit Chair .
Board Governance (detail)
| Committee | Role | Independence/Notes |
|---|---|---|
| Audit | Chair | Audit Committee members deemed independent; meets “financial sophistication” per Nasdaq; oversight of financial reporting, internal controls, ERM; full attendance |
| HC&C | Member | Company relies on controlled company exceptions for fully independent HC&C; HC&C oversees human capital and executive comp risk |
Director Compensation Program Details (structure reference)
| Item | Policy |
|---|---|
| Annual director equity grant | TRSUs vest after one year; standard $140,000; Chairman $190,000; cap $250,000 per director per calendar year |
| Ownership guideline | 5x annual cash retainer within 5 years of joining Board |
| Deferred Compensation Plan | Directors may defer fees and stock awards; can invest deferred cash fees in Company stock with share distribution after deferral period |
Potential Conflicts or Related-Party Exposure
- No related-party transactions disclosed involving Arshad personally; Company-level transactions with controlling shareholder Mithaq include a $40M credit facility commitment and an over-subscribed rights offering, partially settled via debt forgiveness .
- Board policies require CRS&G approval of related-person transactions; criteria include fairness, business purpose, independence impacts, and conflict appearance review .
Summary Implications for Investors
- Arshad’s audit credentials and full attendance support audit oversight quality and board effectiveness; his independence is a positive counterbalance within a controlled company context .
- Governance risk centers on sponsor control and charter changes that enable rapid shareholder actions; monitoring Audit Committee rigor and disclosure quality remains key for investor confidence .