Elizabeth Williams
Stitch FixAbout Elizabeth Williams
Elizabeth Williams (age 49) has served as an independent director of Stitch Fix since January 2019. She is currently Chief Executive Officer of El Pollo Loco Holdings, Inc. (since March 2024). She holds a B.A. in Business Administration from the University of Texas at Austin and an M.B.A. from Northwestern University’s Kellogg School of Management. The Board has determined she is independent under Nasdaq rules and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Pollo Loco Holdings, Inc. | Chief Executive Officer | Mar 2024 – present | Public company CEO experience cited as board qualification |
| Outfox Hospitality (Foxtrot parent) | Chief Executive Officer | Aug 2023 – Feb 2024 | Company filed for bankruptcy in May 2024 |
| Outfox Hospitality | President & Chief Financial Officer | Jun 2022 – Apr 2023 | Operating and finance leadership |
| Drybar Holdings, LLC | Chief Executive Officer | Jun 2020 – 2021 | Consumer/retail operating experience |
| Taco Bell International (Yum! Brands) | President | Jan 2018 – Jan 2020 | Global P&L leadership |
| Taco Bell Corp. | Chief Financial Officer | Oct 2013 – Jan 2018 | Finance leadership |
| Taco Bell Corp. | VP, Financial Planning & Analysis | 2011 – 2013 | Corporate FP&A |
| Boston Consulting Group | Principal | Not disclosed | Strategy consulting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| El Pollo Loco, Inc. (Board) | Director | Since Mar 2024 | Current public board |
| Viant Technology Inc. | Director | Feb 2021 – Jun 2024 | Former public board |
Board Governance
- Independence and leadership: The Board deemed Williams independent; the Board’s leadership structure includes Executive Chair Katrina Lake and Lead Independent Director Sharon McCollam.
- Committee assignments (FY2025): Member, Audit Committee; served on and chaired Compensation Committee throughout FY2025, resigning that role effective Sep 13, 2025. She is designated an “audit committee financial expert.”
- Committee assignments (FY2024): Member, Audit Committee; Chair, Compensation Committee.
- Meeting cadence and attendance: In FY2025 the Board met five times; each director attended at least 75% of Board and committee meetings on which they served. FY2025 committee meetings: Audit 6, Compensation 6, Nominating 2.
- Compensation Committee processes and advisors: The Compensation Committee retained an independent compensation consultant; Compensia advised in FY2025 and Meridian Compensation Partners was engaged going forward in Spring 2025.
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Notes |
|---|---|---|
| 2025 | 112,500 | Williams’ FY2025 director cash fees per proxy table |
| 2024 | 75,000 | Williams’ FY2024 director cash fees per proxy table |
Director fee policy (selected elements):
- FY2025 policy: $100,000 annual Board retainer; committee chair/member retainers (Audit: $20,000 chair/$10,000 member; Compensation: $15,000 chair/$7,500 member; Nominating: $10,000 chair/$5,000 member); Lead Independent Director $10,000. Paid quarterly, vest on payment.
- FY2024 policy: $50,000 annual Board retainer; plus committee/lead fees; equity policy included both options and RSUs (see below).
Performance Compensation
| Fiscal Year | RSU Awards ($) | Option Awards ($) | Vesting Terms (per policy) |
|---|---|---|---|
| 2025 | 194,677 | — | Annual RSU grant with aggregate value $175,000; RSUs vest on the earlier of 1-year anniversary or next annual meeting, subject to service; change-in-control: outstanding director options/RSUs fully vest immediately prior to closing in which service is terminated. |
| 2024 | 129,807 | 177,050 | Annual option (aggregate value $112,500) and RSU (aggregate value $112,500); vest on earlier of 1-year anniversary or next annual meeting; options accelerate on change-in-control as described in plan. |
Notes:
- FY2025 program shifted to RSUs only (no option award shown in director comp table), alongside a higher cash retainer versus FY2024.
Other Directorships & Interlocks
- Current/Recent public boards: El Pollo Loco (current); Viant Technology (former).
- Compensation Committee interlocks: The proxy states no interlocks or insider participation for the Compensation Committee (as constituted with Amoo‑Gottfried and Baxter at the time of filing). Williams chaired the committee through Sep 13, 2025.
Expertise & Qualifications
- Designated “audit committee financial expert” by the Board.
- Public-company CEO and prior CFO experience (El Pollo Loco CEO; Taco Bell CFO).
- Academic credentials: B.A. (UT Austin); M.B.A. (Kellogg).
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Voting Power % |
|---|---|---|---|---|---|
| Elizabeth Williams | 262,820 | * (<1%) | — | — | * |
| Source: Security ownership table as of Oct 17, 2025. “*” denotes less than one percent. |
Additional equity held as a non-employee director at FY2025 year-end:
- RSUs: 41,866; Stock options: 147,446 (aggregate holdings as of Aug 2, 2025).
Policy alignment:
- Stock ownership policy requires directors to maintain a minimum ownership level (threshold not specified in proxy section); company prohibits hedging/pledging of equity securities by directors and employees.
Director Compensation (Detail)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 112,500 | 194,677 | — | 307,177 |
| 2024 | 75,000 | 129,807 | 177,050 | 381,857 |
| Source: Director compensation tables. |
Shareholder Support & Engagement Signals
- Director election (Dec 12, 2024 annual meeting): Williams received 269,331,700 votes “For” and 4,754,773 “Withheld”; broker non‑votes 21,369,689.
- Say‑on‑Pay (Dec 12, 2024): Strong approval — 270,733,778 “For” vs 3,228,317 “Against”; frequency vote supported annual vote cadence.
- Attendance: Each director attended at least 75% of FY2025 Board/committee meetings.
Related-Party Transactions and Conflicts
- The FY2025 related‑party section discloses an employment relationship for a family member of the Executive Chair; no transactions involving Williams are identified.
- The Board determined Williams has no disqualifying relationships and is independent.
Risk Indicators and RED FLAGS
- Outfox Hospitality (where Williams was CEO from Aug 2023–Feb 2024) filed for bankruptcy in May 2024; this is disclosed in her biography.
- Hedging/pledging prohibition is in place company‑wide for directors and employees, reducing alignment risks; no pledging by Williams is indicated in the proxy.
- Compensation governance: The Compensation Committee used independent consultants (Compensia, then Meridian) and conducts annual program reviews, which supports governance rigor.
Governance Assessment
- Independence and financial expertise: Williams is classified as independent and as an audit committee financial expert; she brings CEO and prior CFO experience relevant to Audit and Compensation oversight.
- Committee leadership and continuity: She chaired the Compensation Committee through Sep 13, 2025 (FY2025), during which the committee refreshed its compensation consultant (Meridian engaged in Spring 2025), indicating active committee oversight.
- Alignment and pay structure: Her director compensation combines cash retainers with time‑based RSUs (FY2025), with one‑year vesting aligned to the annual meeting cycle; change‑in‑control provisions provide accelerated vesting upon change‑in‑control in which service is terminated.
- Shareholder support: Strong re‑election vote and robust say‑on‑pay approval at the 2024 annual meeting suggest solid investor confidence.
- Conflicts/related‑party exposure: No Williams‑related transactions disclosed; Board affirms independence.