Timothy Baxter - Director | Stitch Fix (SFIX) Executive Profile & Compensation

About Timothy Baxter

Independent director at Stitch Fix, Inc. since October 2024; age 56 as of October 31, 2025. Former CEO of Express, Inc. (June 2019–September 2023), CEO of Delta Galil Premium Brands (May 2018–May 2019), and long-tenured merchandising executive at Macy’s/May Department Stores, most recently Chief Merchandising Officer. Determined independent by the Board under Nasdaq rules; standing for re‑election (Class II) to serve until the 2028 annual meeting if elected.

Past Roles

Organization	Role	Tenure	Committees/Impact
Express, Inc.	Chief Executive Officer; Director	CEO: Jun 2019–Sep 2023; Director: Jun 2019–Sep 2023	Led public apparel retailer; board service concurrent with CEO tenure
Delta Galil Premium Brands	Chief Executive Officer	May 2018–May 2019	Led division including 7 For All Mankind and Splendid
Macy’s, Inc. / May Department Stores	Chief Merchandising Officer; various leadership roles	>25 years; most recent role CMO (dates not individually specified)	Senior operator/merchant in national department store chain

External Roles

Organization	Role	Tenure	Committees/Impact
Express, Inc.	Director	Jun 2019–Sep 2023	Board member during CEO tenure

Board Governance

Item	Detail
Board class/term	Class II nominee at the 2025 Annual Meeting; term through 2028 if elected
Independence	Board determined Baxter is independent under Nasdaq listing standards
Committee memberships	Compensation Committee (Chair); not a member of Audit or Nominating & Corporate Governance
Committee meeting cadence (FY25)	Audit: 6; Compensation: 6; Nominating & Corporate Governance: 2
Board attendance	Board met 5 times; each director attended at least 75% of Board and committee meetings for periods served
Lead independent director	Role held by Sharon McCollam (not Baxter)

Fixed Compensation

Component	Policy/Amount	Baxter FY2025 Actual
Annual cash retainer	$100,000 for Board service	$83,644 in fees earned/paid in cash
Committee chair fees	Compensation Chair: $15,000 per year	Included in cash total above
Committee member fees	Compensation member: $7,500; Audit member: $10,000; Nominating chair: $10,000; Nominating member: $5,000; Lead Independent Director: $10,000	N/A (not a member of Audit/Nominating; not Lead Independent Director)
Director equity grant (annual)	RSU grant with aggregate value $175,000; vests at earlier of first anniversary or next annual meeting	Stock awards (grant date fair value): $226,143
RSU holdings	Standard grant structure under 2017 Plan	41,866 RSUs outstanding as of Aug 2, 2025

Performance Compensation

Directors do not receive performance-based pay; equity is time-based RSUs with annual grants and one-year vesting aligned to the annual meeting. No performance metrics (revenue/EBITDA/TSR) apply to director compensation.

Equity Component	Grant Value	Vesting Terms	Performance Metrics
Annual Director RSUs	$175,000 policy amount	Vest on earlier of first anniversary or next annual meeting, subject to service	None (time-based)
Baxter FY2025 RSUs	$226,143 grant date fair value	As per policy; standard director vest schedule	None (time-based)

Other Directorships & Interlocks

Other public board: Express, Inc. (June 2019–September 2023). No current public company directorships disclosed beyond Stitch Fix.
Compensation Committee interlocks: None; Baxter and Amoo‑Gottfried are independent, and no Stitch Fix executives served on other boards’ comp committees with reciprocal executive overlaps.
Related party transactions: Proxy discloses a related-party employment involving a family member of Katrina Lake; no Baxter-related transactions disclosed.

Expertise & Qualifications

Apparel merchandising and retail operations expertise from Macy’s/May Department Stores; senior executive leadership experience (CEO) at Express and Delta Galil Premium Brands.
Board-level compensation oversight as Chair, with use of independent compensation consultants (Compensia; Meridian) vetted for independence.

Equity Ownership

Holder	Class A Shares	% of Class A	RSUs/Options (detail)	Notes
Timothy Baxter	48,633	<1% (*)	RSUs: 41,866 (held as of Aug 2, 2025); Options: none listed for Baxter as of Aug 2, 2025	Footnote indicates 41,866 RSUs vestable within 60 days included in certain footnotes
Ownership guidelines (Directors)	Minimum stock ownership: lesser of 4x annual retainer or 80,000 shares	—	Compliance status: each covered individual either in compliance or within the five‑year compliance window	Hedging/pledging prohibited under Insider Trading Policy

(*) Less than one percent.

Governance Assessment

Strengths: Independent status; Compensation Committee Chair role signals influence on pay discipline; Board/committee attendance thresholds met; robust director compensation policy with transparent cash/equity mix; stock ownership guidelines, clawback policy, and hedging/pledging prohibitions; independent compensation consultant engagement (Compensia; Meridian) with no conflicts; strong 2024 say‑on‑pay support (>98%).
Risks/Red Flags: Express, Inc. (where Baxter was CEO/director) was cited by the SEC for failing to disclose nearly $1 million in executive perks during Baxter’s tenure (2019–2021), including personal charter aircraft use; although the SEC settled with Express (no civil penalty due to self‑reporting), the episode presents a reputational overhang for a compensation chair overseeing disclosure rigor. Express filed for Chapter 11 in April 2024 following Baxter’s resignation in September 2023.
Related-party/pledging: No Baxter-related party transactions disclosed at Stitch Fix; pledging/hedging prohibited.

Overall implication: Baxter’s deep retail operating experience and independence are positives for board effectiveness; as Compensation Committee Chair, the external SEC disclosure issue at Express heightens investor focus on Stitch Fix’s compensation governance rigor and disclosure controls, making continued transparent policies (ownership guidelines, clawbacks, independent advisors) and high attendance important confidence signals.