Janet Kerr
About Janet E. Kerr
Independent director at Tilly’s, Inc. since 2011; age 70; Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. Former Vice Chancellor of Pepperdine University (2016–2023); Professor Emeritus of Law; founder and former Executive Director of the Geoffrey H. Palmer Center for Entrepreneurship and the Law. Licensed attorney (CA and NY) with certificates in Cyber Security Oversight (NACD/CMU), Disruptive Technologies (Cambridge), and AI/Generative AI (MIT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepperdine University | Vice Chancellor; Professor Emeritus of Law; Founder/Exec. Director, Palmer Center | 2016–2023 (Vice Chancellor); ongoing (Emeritus) | Governance, entrepreneurship program founder |
| Exemplify, Inc. | Co-founder; Chief Strategy Officer; strategic advisor to Bloomberg BNA post-acquisition | Through Oct 2014 | Data analytics; advisory role post-sale |
| X-Labs (co-founded with HRL Laboratories) | Founder/Developer | Not disclosed | Technology venture leadership |
| Consultant (SOX/Dodd-Frank) | Corporate governance consultant | Not disclosed | Compliance and governance advisory |
| CKE Restaurants, Inc. | Director; Chair, Nominating & Corporate Governance | 2004–2010 | Governance leadership (company formerly public) |
| TCW Funds and TSI, Inc. | Director | 2010–2016 | Public closed-end investment company board service |
| Fidelity National Financial | Director | 2016–2018 | Title insurance board service |
External Roles
| Company | Role | Committees | Status |
|---|---|---|---|
| La-Z-Boy, Inc. | Director | Chair, Nominating & Governance | Current |
| AppFolio | Director | Chair, Nominating & Governance | Current |
| Fidelity National Financial | Director | Not disclosed | Prior (2016–2018) |
| TCW Funds and TSI, Inc. | Director | Not disclosed | Prior (2010–2016) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; not on Audit .
- Independence: Board comprised of a majority of independent directors; all standing committee members (Audit, Compensation, Nominating & Governance) independent under NYSE/SEC rules .
- Attendance: Board met 12 times in fiscal 2024; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors expect to hold at least two per year; presiding director rotates among committee chairs .
- Controlled company context: Tilly’s is a “controlled company” under NYSE rules but currently does not utilize controlled-company exemptions (reserves right to do so) .
Fixed Compensation
| Component | Program Terms (Annual) | 2024 Actual for Janet Kerr |
|---|---|---|
| Board cash retainer | $40,000 | $62,000 cash fees |
| Committee chair fee | Nominating & Governance Chair: $12,000; Audit Chair: $15,000; Compensation Chair: $12,000 | Included in cash total |
| Committee member fee | Audit: $8,000; Compensation: $5,000; Nominating & Governance: $5,000 | Included in cash total |
| Meeting fees | Not disclosed | Not disclosed |
| Reimbursements | Reasonable expenses reimbursed | Not disclosed |
Performance Compensation
| Equity Award | Grant Detail | Vesting |
|---|---|---|
| Annual restricted stock (non-employee director) | Grant-date fair value $80,000; 15,296 shares granted June 13, 2024 to each current non-employee director (except Chin and Relich) | Vests in two equal installments on each of the succeeding two anniversaries of grant date, subject to continued service |
| Unvested director shares at FY-end | Each board member (except Chin, Relich) held 21,403 unvested shares at FY 2024 end | 7,648 vest on June 13, 2025; 6,107 vest on June 14, 2025 (for each non-employee director other than Relich) |
| 2025 planned grant | Each non-employee director serving as of the 2025 annual meeting to receive restricted stock award with fair value $80,000 | Vests in two equal installments on each of the succeeding two anniversaries |
- Performance metrics: None disclosed for director equity awards (time-based restricted stock only) .
Other Directorships & Interlocks
- Current boards: La-Z-Boy, AppFolio; committee chair roles in Nominating & Governance at both .
- No disclosed interlocks with Tilly’s competitors, suppliers, or customers; no related-party transactions involving Kerr noted. Related-party transactions policy requires Audit Committee review and prohibits director participation where they are a related person .
Expertise & Qualifications
- Corporate governance expert with 30+ years’ experience; extensive publications in securities, corporate law, governance .
- Legal credentials: Licensed in CA and NY .
- Technology and risk credentials: Certificates in Cyber Security Oversight (NACD/CMU), Disruptive Technologies (Cambridge), AI and Generative AI (MIT) .
- Academic and entrepreneurial leadership: Founder of Pepperdine’s Palmer Center; technology ventures (X-Labs; Exemplify) .
Equity Ownership
| Holder | Class A Shares | Rights to Acquire (Options) | % of Class A | Notes |
|---|---|---|---|---|
| Janet E. Kerr | 28,996 | None | <1% | Includes 6,733 shares held by a trust |
| Unvested shares (FY2024 end) | 21,403 | N/A | N/A | Applies to each board member except Chin and Relich |
| Anti-hedging/pledging | Prohibited for directors/officers/employees | N/A | N/A | Aligns with shareholder interests |
Governance Assessment
- Strengths
- Independent director; chairs Nominating & Corporate Governance, signaling board process oversight and ESG/cyber oversight responsibilities .
- Strong attendance and engagement; board and committees met frequently in FY2024 .
- Robust anti-hedging/anti-pledging policy improves alignment .
- Director pay structure mixes cash retainer with time-based equity; Kerr’s 2024 mix: $62,000 cash plus $80,000 equity .
- Risks/Red Flags
- Controlled company: Hezy Shaked holds ~76.6% of total voting power (including voting trust over Levine’s shares), which can limit minority shareholder influence despite current non-use of exemptions .
- Section 16 timeliness: One Form 4 for each independent board member (except Chin, Relich) was inadvertently filed late in FY2024, including Kerr .
- Share overhang/dilution: If the Amended Equity Plan is approved, overhang expected ~17.9%; incremental dilution adds 7 percentage points on a fully diluted basis—monitor equity usage and director grants’ impact on dilution optics .
- Overall: Kerr’s governance credentials, independent status, and leadership of the Nominating & Governance Committee support board effectiveness. Controlled-company dynamics and late Section 16 filing are notable, but policy frameworks (anti-hedging/pledging; related-party review; independent committees) mitigate alignment and oversight risks .