Katrina Lake
Stitch FixAbout Katrina Lake
Katrina Lake, age 42, is Stitch Fix’s Founder and currently serves as Executive Chairperson of the Board. She has served on the Board since 2011, was CEO from inception until July 2021, and Interim CEO from January 2023 to June 2023. She holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard Business School . She is not an independent director given her employment status with the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stitch Fix, Inc. | Founder, Chief Executive Officer | Inception – Jul 2021 | Founder-operator perspective; scaled AI/data-driven retail model |
| Stitch Fix, Inc. | Interim Chief Executive Officer | Jan 2023 – Jun 2023 | Leadership transition continuity during CEO change |
| Stitch Fix, Inc. | Executive Chairperson | 2021 – Present | Board Chair (non-independent); board-management bridge |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Recruit Holdings (public) | Director | Since Jun 2023 | HR tech company (Indeed/Glassdoor) |
| Grubhub (public) | Director (prior) | Through Jun 2021 | Former public company directorship |
| Glossier Inc. (private) | Director | N/A | Consumer/beauty; private company board |
| U.S.-Japan Council (non-profit) | Director | N/A | Non-profit leadership network |
Board Governance
- Independence and role: The Board determined Ms. Lake is not independent due to current employment; she serves as Executive Chair. Sharon McCollam is the Lead Independent Director to balance the leadership structure .
- Board structure: Classified board with three classes; Ms. Lake is a Class I director with term continuing to the 2027 Annual Meeting .
- Committees and chairs (FY2025): Lake is not listed on Audit, Compensation, or Nominating & Corporate Governance committees. Chairs: Audit – Sharon McCollam; Compensation – Tim Baxter; Nominating & Governance – J. William Gurley. Committee meeting counts: Audit (6), Compensation (6), Nominating (2) .
- Attendance: In FY2024, the Board met five times and each member attended at least 75% of Board/committee meetings on which they served (Board reports meeting activity and attendance in governance section) .
- Dual-class control: The company has dual-class stock; Ms. Lake’s holdings confer significant voting influence (see Equity Ownership). Risk factors acknowledge dual-class concentration and market implications .
Fixed Compensation
| Pay Element | FY2025 Amount | Notes |
|---|---|---|
| Cash compensation (as employee) | $80,000 | Ms. Lake received $80,000 in cash compensation as an employee of the Company in FY2025; she does not receive director fees under the Independent Director Compensation Policy . |
Policy reference (non-employee director fees – for context):
- Annual Board retainer: $100,000; Lead Independent Director: +$10,000; Committee chair/member fees: Audit ($20,000 chair / $10,000 member), Compensation ($15,000 chair / $7,500 member), Nominating ($10,000 chair / $5,000 member) .
Performance Compensation
| Equity/Performance Element | FY2025 Detail | Vesting/Metric Notes |
|---|---|---|
| Annual director RSU (policy reference) | $175,000 grant value for non-employee directors | Vests on earlier of 1 year or next annual meeting; tenure-based, not performance-based . |
| Ms. Lake (Executive Chair) director equity | Not applicable | As an employee/Executive Chair, she did not receive non-employee director RSUs in FY2025 . |
| Performance metrics tied to director pay | None disclosed | Director equity is tenure-based; no PSU/TSR metrics disclosed for directors . |
Additional governance controls:
- Clawback policy adopted pursuant to SEC Rule 10D-1/Nasdaq 5608; applies to incentive-based compensation following an accounting restatement (no indemnification for recovery) .
Other Directorships & Interlocks
| Company | Relationship to SFIX (supplier/customer/competitor) | Potential Interlock Risk |
|---|---|---|
| Recruit Holdings | HR tech; not disclosed as SFIX transaction counterparty | No related-party transactions disclosed with Recruit . |
| Grubhub (prior) | Food delivery; not a known SFIX counterparty | No current interlock risk (prior role) . |
| Glossier Inc. | Beauty brand; SFIX focuses on apparel | No disclosed related-party transactions . |
Expertise & Qualifications
- Education: BA Economics (Stanford); MBA (Harvard) .
- Founder/CEO experience; deep understanding of data science/AI-enabled retail model; brings continuity and strategic context as Founder and former CEO .
- Lead independent director structure in place to balance her non-independent Chair role .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Notes/Breakdown |
|---|---|---|---|---|
| Katrina Lake | 243,248 | 8,153,685 | 29.22% | Includes 7,609,988 Class B held by the Katrina M. Lake Revocable Trust; 243,248 Class A options vested/exercisable within 60 days; 543,697 Class B options vested/exercisable within 60 days (aggregate counts reflected in line items) . |
Ownership policy and restrictions:
- Stock ownership guidelines updated Oct 2025: Non-employee directors must hold the lesser of 4x annual retainer or 80,000 shares; compliance assessed annually. Company states each covered individual is either compliant or within the 5-year compliance period .
- Hedging/pledging: Prohibited for directors and employees under SFIX Insider Trading Policy .
Insider Trades (Form 4 signals: 2024–2025)
Recent activity shows repeated conversions of Class B to Class A and subsequent open-market sales during 2H 2024 and 2H 2025; also option exercises and gifts. Selected notable transactions:
| Filing Date | Transaction Date | Type | Shares | Price | Post-Txn Owned | Source |
|---|---|---|---|---|---|---|
| 2024-12-13 | 2024-12-11 | Sale | 653,581 | $5.7518 | 21,419 (A class line item) | |
| 2024-12-13 | 2024-12-11 | Sale | 50,002 | $5.8718 | 0 | |
| 2024-12-13 | 2024-12-11 | Sale | 21,419 | $6.3694 | 0 | |
| 2025-07-24 | 2025-07-22 | Option Exercise (M) | 150,000 | $3.64 | 150,000 | |
| 2025-07-24 | 2025-07-22 | Gift | 200,000 | — | 0 (gift disposition) | |
| 2025-07-24 | 2025-07-23 | Sale | 151,115 | $5.1846 | 0 | |
| 2025-07-24 | 2025-07-22 | Sale | 253,485 | $5.0649 | 0 | |
| 2025-08-15 | 2025-08-13 | Sale | 101,150 | $5.0330 | 0 | |
| 2025-08-15 | 2025-08-13 | Sale | 50,000 | $5.0211 | 0 | |
| 2025-09-04 | 2025-09-02 | Sale | 101,150 | $5.0706 | 0 | |
| 2025-09-04 | 2025-09-02 | Sale | 51,205 | $5.0433 | 0 |
Note: Many sales follow conversions of Class B to Class A (non-economic conversion step) immediately preceding disposition. Option exercises on 2025-07-22 at $3.64 were paired with gifts and/or sales on subsequent days (see linked Forms 4) .
Fixed Compensation (Non-Employee Director Policy Reference)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $100,000 | Non-employee directors only . |
| Lead Independent Director | $10,000 | Additional retainer . |
| Audit Committee | $20,000 chair; $10,000 member | |
| Compensation Committee | $15,000 chair; $7,500 member | |
| Nominating & Governance | $10,000 chair; $5,000 member | |
| Equity | $175,000 RSU | Vests by earlier of 1 year or next annual meeting . |
Say‑on‑Pay & Shareholder Votes (Dec 12, 2024 Annual Meeting)
- Director election (Class I): Katrina Lake received 267,915,383 votes FOR vs. 6,171,090 WITHHELD; broker non-votes 21,369,689 .
- Say‑on‑pay: Approved with 270,733,778 FOR, 3,228,317 AGAINST, 124,378 ABSTAIN; broker non-votes 21,369,689 .
- Frequency of say‑on‑pay: One year received 272,531,337 votes (Company adopted annual vote) .
Related-Party Transactions (Conflict Review)
- Employment of immediate family member: Chelsea Lake (sister of Katrina Lake) served as Buying Director on Women’s merchandising team. FY2025 total cash comp $255,147 plus $11,916 401(k) match; October 2024 RSU grant: 18,355 shares ($57,268 fair value; vests quarterly over one year). Company states compensation aligned to market and internal equity .
- Governance signal: This is a related-person transaction (director’s immediate family member employed); Audit Committee has purview over related-party reviews; merits ongoing monitoring .
Equity Ownership & Alignment
- Significant insider ownership: Lake beneficially owns 8.15M Class B and 243k Class A, equal to 29.22% voting power, aligning interests but concentrating control .
- Ownership guidelines: Directors must hold stock (lesser of 4x retainer or 80k shares); company reports compliance or within compliance window; hedging and pledging are prohibited, bolstering alignment .
Governance Assessment
-
Strengths:
- Founder expertise and historical context; continuing strategic oversight as Executive Chair .
- Lead Independent Director role with defined responsibilities; independent committee chairs and membership .
- Stock ownership guidelines, hedging/pledging prohibitions, and a compliant clawback policy under SEC/Nasdaq rules .
- Strong shareholder support in last director election and say‑on‑pay vote .
-
Risks / Red Flags:
- Not independent; serves as Executive Chair and is not on any committees; requires strong lead independent oversight to maintain balance .
- Concentrated voting power via dual-class structure; Lake at 29.22% voting power, which may limit minority shareholder influence .
- Related-party employment of sister (compensation and equity awards) presents perceived conflict risk; should remain under robust related-party review controls .
- Significant insider sales in late 2024 and mid‑to‑late 2025 following class conversions and option exercises; while not inherently improper, sustained selling by the Executive Chair is a potential sentiment/watch item for investors .
Overall investor read-through: The board has standard governance scaffolding (lead independent director, independent committees, ownership/hedging policies, clawback), but Lake’s dual roles (non-independent Chair with substantial voting control), insider selling cadence, and a related-party employment relationship warrant continued monitoring to assess alignment and potential conflicts over time .