Turki Saleh A. AlRajhi

About Turki Saleh A. AlRajhi

Age 32. Executive Chairman of the Board at The Children’s Place (PLCE) and member of the Human Capital & Compensation (HC&C) Committee; director since 2024. He is Chairman & CEO of Mithaq Holding Company and Managing Director of Mithaq Capital SPC; previously a Corporate Analyst in KPMG’s Deal Advisory group. Education: B.S. in Finance & Banking (Dar Al Uloom University, KSA) and the Value Investing Program at Columbia Business School. Not identified as an “Independent Director” in PLCE’s proxy; he serves as Executive Chairman in a controlled-company context.

Past Roles

External Roles

Board Governance

Fixed Compensation

Performance Compensation

Directors at PLCE receive time-vested TRSUs (no performance metrics). For context on company pay-for-performance design overseen by the HC&C Committee (where Mr. AlRajhi serves), PRSUs for senior leadership are tied to Adjusted Free Cash Flow.

Notes:

• Time-based RSUs (TRSUs) for executives: 1-year vest; PRSUs: vest in years 2 and 3 based on annual performance; settlement typically in shares .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital allocation and strategic leadership as Chairman & CEO of Mithaq Holding; Managing Director of Mithaq Capital SPC .
• Transaction and valuation experience (KPMG Deal Advisory) .
• Compensation oversight as HC&C Committee member; HC&C uses independent advisor FW Cook, assessed independent with no conflicts .
• Formal investment training (Columbia Value Investing Program) .

Equity Ownership

Additional alignment policies:

• Non-employee directors must hold shares equal to 5x annual cash retainer within 5 years (unvested PRSUs do not count) .
• Prohibition on hedging/pledging PLCE stock for directors, officers, employees .

Governance Assessment

Key findings

• Board role and independence: Mr. AlRajhi serves as Executive Chairman and is not identified as an “Independent Director.” PLCE is a controlled company (Mithaq ~62.2%) and relies on Nasdaq controlled-company exemptions for majority-independent board and fully independent HC&C and CRS&G committees—raising independence and conflict-of-interest considerations given his committee service on HC&C .
• Attendance and engagement: Board and all committees reported 100% attendance in FY2024, indicating high engagement during a period of significant change (change-in-control, leadership transitions) .
• Compensation and alignment: He elected to forfeit all director cash and equity compensation in FY2024 (signals personal stance on director pay given controlling shareholder status). However, he holds no direct PLCE shares; alignment instead comes via Mithaq’s majority ownership and governance policies (ownership guidelines apply but compliance status for individual directors is not disclosed) .
• Related-party exposure: Material transactions with Mithaq include (i) a $40m senior unsecured credit facility commitment (amended to extend advance period) and (ii) a fully subscribed rights offering where ~$60.187m of subscription price was satisfied by Mithaq through note forgiveness; CRS&G reviewed/approved related-party transactions per policy. These underscore ongoing counterparty exposure to the controller and potential conflicts that merit continued scrutiny by independent directors and investors .
• Committee processes: The HC&C Committee uses FW Cook as an independent compensation consultant (Committee determined no conflicts), and maintains clawback and anti-hedging policies—positive governance features under a controller .

RED FLAGS

• Controlled company status with controller representative as Executive Chairman and HC&C Committee member (reliance on controlled-company exemptions may diminish independent oversight of executive pay and governance) .
• Significant related-party financing and balance-sheet interactions with Mithaq (credit facility, rights offering funded in large part through debt forgiveness) .
• Charter amendments enabling shareholder action by written consent and shareholder ability to fill board vacancies at any time—when combined with the controller’s 62.2% stake, these changes increase the controller’s capacity to effect corporate actions and board composition outside annual meetings (governance risk from minority shareholder perspective) .

Positives

• 100% board and committee attendance in FY2024 .
• Forfeiture of all director compensation by Mr. AlRajhi (and equity forfeiture) .
• Presence of governance scaffolding: committee charters, clawback, anti-hedging/pledging, ownership guidelines, and use of an independent comp consultant .

Implications for investors

• Expect board/compensation decisions to reflect controller priorities; minority protection relies heavily on independent directors and transparent committee processes. Monitoring of related-party transactions, compensation outcomes, and board composition changes is warranted given expanded controller latitude via charter amendments and written consent rights .

Appendix: Meeting & Committee Activity (FY2024)

Notes on committee composition

• Current committees (early FY2025 updates): HC&C (Chair Seemab; members AlRajhi, Arshad), Audit (Chair Arshad; members Edwards, Summerton), CRS&G (Chair Edwards; members Arshad, Seemab). Mr. AlRajhi remains a member of HC&C and is not a committee chair .