Mitchell S. Klipper
STEVEN MADDENAbout Mitchell S. Klipper
Independent director since 2018; age 67. Retired Chief Executive Officer of Barnes & Noble, Inc.’s Retail Group with prior senior roles including CFO of B&N College, EVP, President of Barnes & Noble Development, and COO; earlier an audit manager at KMG Main Hurdman (predecessor to KPMG). Serves on Steven Madden’s Audit Committee and Corporate Social Responsibility Committee and is designated by the Board as an “audit committee financial expert.” Core credentials: multi-decade retail operations leadership, accounting background, and risk/financial oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnes & Noble, Inc. (Retail Group) | Chief Executive Officer | Mar 2010 – May 2015 | Led one of the largest U.S. retail booksellers; retail operations and strategy experience |
| Barnes & Noble, Inc. | EVP; President, Barnes & Noble Development; COO | Various (post-1986) | Senior operating oversight across development and operations |
| B&N College | Chief Financial Officer | Began June 1986 | Financial leadership; controls and reporting |
| KMG Main Hurdman (predecessor to KPMG) | Audit Manager | Prior to B&N | Audit/controls foundation; accounting rigor |
| Modell’s Sporting Goods | Advisory Board Member | 2006 – 2018 | Retail advisory; merchandising/channel insights |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | None disclosed | SHOO proxy lists other directors’ external boards; Klipper not listed among current public-company directors |
Board Governance
- Independence: Determined independent under SEC/Nasdaq standards .
- Committees: Audit Committee (member); Corporate Social Responsibility Committee (member); designated “audit committee financial expert” by the Board .
- Attendance: Each director attended ≥75% of Board and committee meetings in FY2024; nine directors attended the 2024 annual meeting (individual annual-meeting attendance is not itemized) .
- Executive sessions: Regular executive sessions of independent directors, with a Presiding Director; majority of Board is independent .
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Cash fees (retainer + committee memberships) | $95,000 | Non-employee directors: $75,000 retainer; +$10,000 per committee membership; Audit Committee chair receives +$35,000; Compensation Committee chair +$15,000 (Klipper is not a chair) |
| Equity (restricted stock) | $120,018 (grant-date fair value) | 2,906 restricted shares granted; vest on May 20, 2025 |
| Total | $215,018 | Sum of cash fees and equity grant |
| Component | FY2023 Amount | Detail |
|---|---|---|
| Cash fees | $95,000 | Same structure; committee membership fees included |
| Equity (restricted stock) | $120,008 | 3,918 restricted shares; vest on May 24, 2024 |
| Total | $215,008 | Sum of cash fees and equity grant |
Performance Compensation
- None disclosed for directors; equity is time-vested restricted stock without performance metrics or options for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No current public-company directorships listed; historical Barnes & Noble experience overlaps with another SHOO director (Al Ferrara) who previously served on B&N’s board (ended in 2019); not a current interlock with counterparties to SHOO . |
Expertise & Qualifications
- Audit/Finance: Audit manager background; Board identifies Klipper as an audit committee financial expert .
- Retail operations: Led large-scale retail businesses; merchandising/channel expertise via advisory role at Modell’s .
- Risk oversight: Audit Committee remit includes ICFR, disclosure controls, compliance, cyber risk; CSR Committee oversight of ESG topics .
Equity Ownership
| As of | Total Shares Beneficially Owned | Breakdown | % of Shares Outstanding |
|---|---|---|---|
| Mar 28, 2025 | 24,649 | 2,906 restricted; 21,743 unrestricted | ~0.034% of 72,576,137 shares outstanding |
- Stock ownership guidelines: Non-employee directors must own shares equal in value to 2x the cash portion of annual retainer; compliance monitored by Compensation Committee .
- Hedging/Pledging: Prohibited for directors and executive officers under Board policy .
- Section 16 compliance: Company reports directors/executives complied with Section 16(a) filing requirements in FY2024 (no delinquent filings noted for Klipper) .
Governance Assessment
-
Strengths:
- Independence and committee breadth (Audit + CSR), with audit financial expert designation—supports robust oversight of financial reporting, ICFR, and ESG .
- Consistent engagement: ≥75% meeting attendance; stable Board with majority independence and regular executive sessions .
- Pay mix aligns with shareholder interests: meaningful equity component and ownership guidelines; hedging/pledging prohibited .
-
Watch items:
- No disclosed performance-based metrics in director equity (typical for board compensation); reliance on time-based RS awards .
- Historical association with Barnes & Noble (and overlap with another director’s prior service) is legacy, not an active interlock; monitor related-party policies and Audit Committee oversight for any potential exposure (none disclosed) .
-
Broader signals:
- Company governance environment demonstrates strong shareholder support for executive pay (93%+ say-on-pay approval in 2024), suggesting constructive investor relations and compensation oversight—positively frames board effectiveness context .