Fiona Tan

About Fiona Tan

Fiona Tan (age 54) joined Stitch Fix’s Board in October 2024 and is an independent director with deep technology leadership experience in retail and e-commerce; she is currently Chief Technology Officer (CTO) of Wayfair Inc. (since March 2022) after prior senior engineering roles at Wayfair and Walmart/WalmartLabs . As of October 31, 2025, she has ~1 year of SFIX board tenure and serves on the Audit Committee (member), bringing domain expertise that is relevant to SFIX’s digital operations and cybersecurity oversight .

Past Roles

External Roles

Board Governance

• Board structure and independence

  • Independent status: the Board determined Ms. Tan is independent under Nasdaq rules; no material or disqualifying relationship with SFIX .
  • Classified board; Tan is a Class III director continuing in office until the 2026 annual meeting .
  • Board leadership: Executive Chair (Katrina Lake) with a Lead Independent Director (Sharon McCollam) to reinforce independent oversight .

• Committee assignments and expertise

  • Audit Committee member; the committee oversees financial reporting, auditor oversight, internal controls, related-party transactions, and cybersecurity risk .
  • Audit Committee financial expert designation applies to McCollam and Williams; Tan is not designated as a financial expert, though all members can read and understand financial statements .

• Attendance and engagement

  • The Board met five times in FY2025; each director attended at least 75% of Board and committee meetings during the periods they served .
  • Committee activity in FY2025: Audit (6 meetings), Compensation (6), Nominating & Corporate Governance (2) .

Fixed Compensation

• Policy (non-employee directors)
  • Annual cash retainer: $100,000; Audit chair $20,000/member $10,000; Compensation chair $15,000/member $7,500; Nominating chair $10,000/member $5,000; Lead Independent Director $10,000; amounts paid quarterly and pro-rated for partial quarters .
• FY2025 actual (Tan)
  • Cash fees paid: $85,650 (reflecting policy application and pro-ration mechanics) .

Performance Compensation

• Equity structure (non-employee directors)

  • Annual RSU grant with an aggregate value target of $175,000; vests on the earlier of 1-year anniversary or the next annual meeting, subject to continuous service .
  • New independent directors receive an initial pro-rated RSU grant valued at $175,000 × fraction of days until next annual meeting .
  • Director equity fully vests immediately prior to a change in control if service continues until termination in connection with the event, per the 2017 Plan .

• FY2025 actual (Tan)

  • Stock awards (grant-date fair value under ASC 718): $226,143 .

• Performance metrics used for director equity
  • Not applicable: Director RSUs are time-based; no performance metrics are used for non-employee director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology and e-commerce leadership at scale (Wayfair CTO; prior Walmart and WalmartLabs engineering leadership) supporting SFIX’s digital strategy and Audit Committee’s cyber oversight remit .
• Public company board experience across multiple sectors (consumer, technology-enabled) .
• Independence and contemporary operating experience likely to contribute to risk oversight and governance .

Equity Ownership

• Beneficial ownership as of Oct 17, 2025
  • Class A shares beneficially owned: 48,633 (<1%) .
  • RSUs held (as of Aug 2, 2025): 41,866; stock options: none .
  • Shares pledged as collateral: Prohibited by policy; hedging and pledging are not allowed for directors .

• Stock ownership guidelines (revised Oct 2025)
  • Non-employee directors: Lesser of 4× annual retainer or 80,000 shares; compliance within five years of adoption or becoming covered; each individual is either compliant or within the compliance period .

Governance Assessment

• Key positives

  • Independence confirmed; no related-party transactions disclosed involving Ms. Tan .
  • Audit Committee membership aligns her technology background with oversight of cybersecurity, internal controls, and related-party review—critical areas for SFIX’s risk profile .
  • Attendance: At least 75% participation at Board/committee meetings, showing baseline engagement in FY2025 .
  • Director pay mix is primarily equity-based (FY2025: ~$226k equity vs ~$86k cash), aligning incentives with shareholders; annual equity grants are time-based, with no short-term performance gaming, and prohibitions on hedging/pledging enhance alignment .
  • Ownership guidelines for directors and clear change-in-control vesting treatment; clawback policy in place for executives and robust insider trading restrictions .

• Watch items / potential risks

  • Not designated an “audit committee financial expert”; the committee’s financial experts are McCollam and Williams; ensure sufficient financial depth on the committee following Williams’s resignation in September 2025 .
  • Board is classified; while standard at SFIX, some investors view staggered terms as limiting accountability (structural governance consideration) .
  • Say-on-pay context: 2024 approval exceeded 98%, indicating strong investor support for compensation practices; monitor 2025 results for any change in sentiment .

• Overall view

  • No red flags identified specific to Ms. Tan on conflicts, related-party exposure, or attendance. Her operating tech expertise is additive on the Audit Committee, particularly for cybersecurity oversight. Compensation is standard and equity-tilted for alignment, with restrictive hedging/pledging policies and stock ownership guidelines supporting investor confidence .