Matt Baer
Stitch FixAbout Matt Baer
Matt Baer, 43, has served as Chief Executive Officer of Stitch Fix and a Class III director since June 2023; he holds a BBA from the University of Michigan (Ross) and a JD from Cardozo School of Law . Under his tenure in FY2025, company performance improved on several metrics: net loss narrowed to $(28.7) million from $(128.8) million in FY2024, Adjusted EBITDA increased to $49.1 million from $29.3 million, and TSR (value of $100 fixed investment) rose to 20.27 from 18.47 year-over-year . He also joined the La-Z-Boy board in January 2025, expanding his external governance perspective .
Company performance context (fiscal years):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Loss ($000s) | (171,973) | (128,840) | (28,739) |
| Adjusted EBITDA ($000s) | 16,814 | 29,281 | 49,139 |
| TSR (Value of $100) | 22.17 | 18.47 | 20.27 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Macy’s, Inc. | Chief Customer & Digital Officer; prior Chief Digital Officer | 2020–2023 | Led growth and long-term vision for Macy’s/Bloomingdale’s digital businesses and customer strategy . |
| Walmart.com | VP of eCommerce | 2016–2020 | Helped transform and scale Walmart’s digital business . |
| Startups / Litigation | Founder of a digital marketplace; executive at retail startups; commercial litigator | Prior to 2016 | Operative and legal experience across commerce and tech-enabled retail . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| La-Z-Boy Incorporated (LZB) | Director | Since Jan 2025 | Current public company board service . |
Fixed Compensation
- Base salary: $850,000 in FY2025 (unchanged vs FY2024) .
- Target annual cash bonus: 100% of base salary for FY2025; actual payout 169.8% of target based on achieved corporate metrics (net revenue, Adjusted EBITDA, Active Clients) .
Multi-year cash compensation:
| Year | Salary ($) | Target Bonus (% of Salary) | Actual Bonus ($) |
|---|---|---|---|
| 2023 | 65,385 | — | 79,396 (paid in RSUs per program) |
| 2024 | 850,900 | — | 537,880 |
| 2025 | 850,000 | 100% | 1,443,369 |
Annual bonus plan metrics (FY2025):
| Metric | Weight | Threshold | Target | Stretch | Max | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Net Revenue ($mm) | 40% | 1,117 | 1,167 | 1,217 | 1,316 | 1,267.2 | 175.4% |
| Adjusted EBITDA ($mm) | 40% | 9 | 25 | 40 | 61 | 49.1 | 171.7% |
| Active Clients (000s) | 20% | 2,177 | 2,237 | 2,297 | 2,417 | 2,309 | 155.0% |
| Total | 100% | — | — | — | — | — | 169.8% |
Performance Compensation
Equity program design:
- FY2025 introduced PSUs, with the same goals as cash bonus: net revenue (40%), Adjusted EBITDA (40%), Active Clients (20%); FY2025 PSU achievement was 134.9% of target, vesting over 3 years with service conditions .
- Standard RSUs vest in equal quarterly installments over three years (12 quarterly tranches, typical 8.33% per quarter after initial vest) .
- Clawback policy (3-year lookback on restatements), and prohibition on hedging/pledging under the Insider Trading Policy .
FY2025 equity awards (CEO-specific):
| Grant Date | Instrument | Target/Threshold Shares | Vesting / Conditions | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 10/28/2024 | PSUs | 156,250 target (threshold shown in table) | FY2025 performance metrics; 100% of earned PSUs vest 12/17/2025 . | 658,616 |
| 11/22/2024 | RSUs | 546,875 | 8.33% quarterly over 12 vest dates (first vest 3/12/2025) . | 2,367,969 |
| 11/22/2024 | PSUs | 546,875 target (max 820,316) | FY2025 performance metrics; 41.67% of earned PSUs vest 12/17/2025; remainder quarterly thereafter . | 3,199,156 |
| 7/7/2025 | PSUs (Stock Price Hurdles) | 479,616 (threshold shown in table) | 4 tranches vesting upon 30 consecutive trading days at $5.00, $6.50, $8.00, $10.00; time-based dribble after achievement; all achieved-but-unvested tranches vest at 4th anniversary; unachieved tranches forfeit . | 1,595,922 |
PSU achievement (FY2025 program):
| Metric | Weight | Threshold | Target | Stretch | Max | Actual | Achievement |
|---|---|---|---|---|---|---|---|
| Net Revenue ($mm) | 40% | 1,117 | 1,167 | 1,217 | 1,316 | 1,267.2 | 137.7% |
| Adjusted EBITDA ($mm) | 40% | 9 | 25 | 40 | 61 | 49.1 | 135.8% |
| Active Clients (000s) | 20% | 2,177 | 2,237 | 2,297 | 2,417 | 2,309 | 127.5% |
| Total | 100% | — | — | — | — | — | 134.9% |
Mix and trends:
- CEO total reported compensation rose to $10.13 million in FY2025 (driven by equity), from $1.46 million in FY2024 and $9.85 million in FY2023 (new-hire year) .
- Equity emphasizes PSUs (performance-weighted) and RSUs (retention), with an added price-hurdle PSU aligning to sustained stock price thresholds (30-day condition) .
Equity Ownership & Alignment
Beneficial ownership (as of Oct 17, 2025):
- Matt Baer: 1,975,361 Class A shares (1.67% of Class A); includes 1,466,660 shares issuable upon options vested and exercisable within 60 days .
- Voting power percentage indicated as “*” (less than 1%) .
Outstanding awards and vesting (at FY2025 year-end):
| Award | Shares/Units | Key Terms | Market Value Basis |
|---|---|---|---|
| Stock options (exercisable) | 1,283,328 @ $3.70; exp. 06/25/2033 | Quarterly vesting cadence from initial schedule . | Reference price $4.49 on 8/1/2025 . |
| Stock options (unexercisable) | 916,672 @ $3.70; exp. 06/25/2033 | Quarterly vesting cadence . | $4.49 reference . |
| RSUs (grant footnote (2)) | 458,336 | 16.67% then 8.33% quarterly . | $4.49 reference . |
| RSUs (grant footnote (4)) | 455,730 | 8.33% quarterly from 3/12/2025 . | $4.49 reference . |
| PSUs FY2025 (threshold) | 546,875 | Earned vs FY2025 metrics; 41.67% vests 12/17/2025; then quarterly . | $4.49 reference . |
| PSUs FY2025 (threshold) | 156,250 | 100% of earned vests 12/17/2025 . | $4.49 reference . |
| PSUs Price-Hurdle (threshold) | 479,616 | 4 price hurdles with 30-day condition; time-based follow-on vest; 4-year backstop . | $4.49 reference . |
Ownership policy and restrictions:
- Stock ownership guidelines (Oct 2025 update): CEO must hold the lesser of 5x base salary or 850,000 shares; 5-year compliance window; all covered individuals are either compliant or within the window .
- Hedging and pledging of company stock are prohibited under the Insider Trading Policy; pre-clearance and blackout windows apply .
- FY2025 realized vesting for Baer: 457,811 shares vested; no option exercises reported in FY2025 (potential sell-to-cover not disclosed) .
Employment Terms
- Employment: At-will; initial offer dated June 9, 2023; modified June 14, 2024 for work location .
- Base salary: $850,000; target bonus 100% of salary (FY2025) .
- Severance (non-CIC): 12 months salary and up to 12 months COBRA for CEO upon termination without cause/good reason resignation, subject to release .
- Severance (double-trigger CIC): 18 months salary, 100% target bonus, 18 months COBRA, and full vesting of outstanding unvested equity (unless contrary in award) for CEO; 280G best-net cutback applies .
- Estimated CEO CIC package (assuming 8/2/2025 values, $4.49 share price): $12.264 million total (severance $2.125 million including salary + target bonus; health care $117,175; option acceleration $724,171; RSU/PSU acceleration $9.414 million) .
- Clawback policy compliant with SEC/Nasdaq; no tax gross-ups; no special perquisites; standard confidentiality/PIIA agreements .
Board Governance
- Board service: Class III director since June 2023; term runs to 2026 annual meeting .
- Independence: Not independent due to CEO role; Executive Chair is Founder Katrina Lake; Lead Independent Director is Sharon McCollam .
- Committee roles: Baer serves on no board committees; Audit (McCollam chair), Compensation (Baxter chair), Nominating/Governance (Gurley chair) .
- Meetings: Board met five times in FY2025; all directors attended at least 75% of meetings/committees served .
- Say-on-pay: 98% support at 2024 annual meeting; 2025 proposal pending .
Compensation Structure Analysis
- Pay-for-performance: Cash bonus and PSUs tied to net revenue, Adjusted EBITDA, and Active Clients, aligning top-line growth, profitability, and customer health; FY2025 payouts reflected above-target operational results (bonus 169.8%; PSUs 134.9%) .
- Equity mix shift: Inclusion of price-hurdle PSUs in July 2025 adds a sustained stock price alignment feature (30-day VWAP-like condition) with multi-year vesting, reinforcing long-term orientation .
- Governance safeguards: No hedging/pledging; robust ownership guidelines; double-trigger CIC; clawback in place; compensation risk review concluded no material adverse risk incentives .
Say-on-Pay, Peer Group, and Committee Practices
- Peer group: Updated in July 2024 (e-commerce, online retail peers across size bands); used as a reference point (not strict benchmarking/percentile targeting) .
- Consultants: Transitioned from Compensia to Meridian in 2025; independence evaluated; no conflicts found .
- Shareholder feedback: High 98% say-on-pay approval in 2024; annual say-on-pay cadence .
Investment Implications
- Alignment and retention: CEO equity emphasizes performance (PSUs) and sustained stock price levels (price hurdles at $5/$6.50/$8/$10 with 30-day tests), supporting multi-quarter execution and potentially reducing short-termism .
- Vesting supply watch-outs: Near-term vest dates (e.g., 12/17/2025 PSU tranche; quarterly RSUs) and large multi-year PSU schedules can create periodic supply from sell-to-cover or discretionary sales; FY2025 saw 457,811 shares vest for Baer, with zero option exercises disclosed .
- Governance risk: Low—no hedging/pledging, strong ownership requirements, double-trigger CIC, no tax gross-ups, and 98% say-on-pay support suggest favorable governance posture .
- Performance linkage: FY2025 outperformance on revenue and Adjusted EBITDA drove above-target payouts, while broader TSR improved vs FY2024; continued delivery on client growth/profitability is key to PSU realizations and potential stock-price PSU unlocks .
Appendix: Additional CEO Compensation Detail
Summary Compensation (CEO):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 65,385 | 4,070,000 | 79,396 | 27,625 | 9,853,545 |
| 2024 | 850,900 | — | 537,880 | 76,148 | 1,464,928 |
| 2025 | 850,000 | 7,821,663 | 1,443,369 | 14,000 | 10,129,032 |
Board service and roles summary:
- Director since June 2023; Class III (term to 2026); not independent; not on committees; Executive Chair and Lead Independent structure in place .