Doug Collier

About Doug Collier

Doug Collier, age 62, has served as an independent director of Tilly’s, Inc. since 2011. He is a former Executive Vice President, Chief Financial Officer and Secretary of Volcom, Inc., where he led Volcom’s 2005 IPO through its 2011 acquisition by PPR S.A.; prior roles include Controller at Mary Tyler Moore Studios and senior analyst/tax specialist at KPMG; he is a certified public accountant (inactive) . Tilly’s board affirms his independence under NYSE rules and designates him as an “audit committee financial expert” .

Past Roles

External Roles

• No current public-company directorships disclosed for the past five years in the proxy .

Board Governance

• Structure and independence: Tilly’s is a “controlled company” under NYSE rules but currently does not use governance exemptions; the board had a majority of independent directors in fiscal 2024 . There is no formally designated Lead Independent Director .
• Committee assignments and roles (FY2024):
  • Audit Committee: Member; Collier qualifies as an “audit committee financial expert” .
  • Compensation Committee: Chair .
  • Nominating & Corporate Governance Committee: Member .
• Board and committee activity and attendance:
  • Board met 12 times in FY2024; no director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting .
  • Committee meetings FY2024: Audit (9); Compensation (7 plus 3 actions via unanimous written consent); Nominating & Governance (6 plus 1 UWC) .
• Executive sessions: Independent directors expect to hold at least two per year, with rotating presiding directors .

Director election results (2025 Annual Meeting):

Fixed Compensation (Director)

Program and actuals (FY2024):

• Standard retainers (paid quarterly): Board retainer $40,000; Committee chair retainers: Audit $15,000, Compensation $12,000, Nominating & Governance $12,000; Committee member retainers: Audit $8,000, Compensation $5,000, Nominating & Governance $5,000 .
• Collier’s FY2024 cash fees earned: $70,000 .

Performance Compensation (Director Equity)

• Annual director equity: Restricted stock with fair value $80,000, vesting in two equal annual installments, subject to continued service; FY2024 grant of 15,296 shares on June 13, 2024 .
• Collier’s FY2024 stock awards: $80,000 grant date fair value; unvested restricted shares outstanding at fiscal year-end: 21,403 (for each director except Chin and Relich) .

Note: No performance metrics are attached to director equity (time-based RS only) .

Other Directorships & Interlocks

• Other public company directorships: None disclosed for Collier in the last five years .
• Compensation Committee independence: All members are independent non-employee directors .

Expertise & Qualifications

• Financial and apparel sector experience spanning ~30 years; former public-company CFO; CPA (inactive) .
• Audit Committee Financial Expert designation under SEC rules .

Equity Ownership

Compensation Committee Analysis (Collier as Chair)

• Committee composition and activity: Collier (Chair), Aragones, Kerr; seven meetings plus three actions via unanimous written consent in FY2024; all independent/non-employee per NYSE Rule 16b-3 .
• Consultant and peer group: Mercer engaged (Apr 2022) to assist with market data and peer group (Boot Barn, Buckle, Build-A-Bear, Cato, Chico’s, Citi Trends, Destination XL, Duluth, Express, J.Jill, Lulu’s Fashion, Torrid, Zumiez); data used for context rather than direct benchmarking .
• Risk assessment: Compensation policies/practices not reasonably likely to have a material adverse effect; reviewed April 2025 .
• Clawback: Dodd-Frank/NYSE-compliant compensation recovery policy applicable to Section 16 officers, including equity .
• Equity plan guardrails: No option/SAR repricing or cash-for-underwater exchanges without stockholder approval; non-employee director total annual cash+equity capped at $500,000 .

Say-on-Pay & Shareholder Feedback

Related-Party Exposure (Board Oversight Relevance)

• Company leases from entities affiliated with the co-founders: HQ/DC leased from Shaked Holdings ($2.1m FY2024 rent; expires Dec 31, 2027); facilities leased from Amnet Holdings ($1.5m e-commerce center rent; expires Oct 31, 2031; $0.6m office/warehouse rent; expires Jun 30, 2032) .
• Tilly’s Life Center (charity founded/run by co-founder Levine): Board-approved annual support up to $200,000; donated $200,000 in FY2024; customer “round-up” donations totaled $0.9m in FY2024; TLC subleases 5,887 sq ft from the company facility through Jan 31, 2027 .
• Policy: Audit Committee reviews/approves related-party transactions; directors with an interest are recused .

Governance Assessment

• Strengths

  • Deep financial expertise; designated Audit Committee Financial Expert; multi-committee service including Compensation Chair supports board effectiveness .
  • Independent status; board maintained majority independence in FY2024; robust committee activity; no director below 75% attendance .
  • Shareholder alignment features: anti-hedging/pledging policy; director equity awards are time-based and modest in value; equity plan disallows repricing; director comp capped .
  • Strong shareholder support: 2024 say-on-pay ~91% approval; 2025 say-on-pay passed; Collier re-elected with 76.5m “for” votes vs 2.24m “withheld” .

• Risk indicators / red flags

  • Controlled company structure (dual-class) concentrates voting power; while exemptions aren’t currently used, governance leverage rests with insiders; no Lead Independent Director .
  • Significant related-party leases and charitable ties with co-founders require continued rigorous independent oversight by Audit Committee .
  • Section 16 reporting: one Form 4 for each independent board member (except Chin and Relich) was inadvertently filed late in FY2024 (administrative compliance lapse) .