Michael Relich
About Michael Relich
Michael “Mike” Relich (age 64) is an independent director of Tilly’s, Inc., appointed in January 2025. He is a veteran retail operator and technologist, previously co-CEO of PacSun and COO of Guess, Lucky Brand, and Crate & Barrel, with deep experience in retail IT, supply chain, and PCI compliance; during his Guess tenure, revenues grew from ~$600 million to over $2.5 billion. He serves on advisory boards of several retail technology companies and has received industry recognition including Retail CIO of the Year for Strategic Impact.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PacSun | Co-Chief Executive Officer | Jun 2021 – Jun 2023 | Co-led youth apparel retailer operations |
| PSEB LLC (private) | Director; Interim CEO; COO | Director: Feb 2020–Dec 2023; Interim CEO: Jul 2020–May 2021; COO: Nov 2019–Jun 2020 | Played key role in SPARC’s acquisition of Eddie Bauer (2021) |
| Lucky Brand | Chief Operating Officer | Mar 2018 – Nov 2019 | Operations leadership at premium denim/apparel brand |
| Crate & Barrel | Chief Operating Officer | May 2016 – Dec 2017 | Oversaw operations at global home retailer |
| Guess, Inc. (NYSE: GES) | CIO; later COO | 2004 – 2016 | Helped drive revenue from ~$600M to >$2.5B; global retail ops & IT leadership |
| Wet Seal | Chief Information Officer | Aug 2001 – May 2004 | Retail IT leadership |
| HomeBase | AVP, MIS | Jun 1995 – May 2000 | Retail systems leadership |
| Broadway Stores | Director, Merchandise & Sales Promotion Systems | May 1983 – May 1995 | Retail systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PSEB LLC (private) | Director | Feb 2020 – Dec 2023 | Privately held; board service |
| Several retail-tech companies | Advisory Board Member | Ongoing | Names not disclosed in proxy |
Board Governance
- Independence: Tilly’s is a NYSE “controlled company,” but states it is not currently using controlled-company exemptions; the board determined all directors except CEO/Chair Hezy Shaked are independent (includes Relich).
- Committee assignments:
- Nominating & Corporate Governance Committee: Member since Jan 2025.
- Audit Committee: Will join effective June 11, 2025 (filling Erin Chin’s vacancy).
- Committee activity levels (FY2024): Audit met 9x; Compensation 7x; Nominating & Governance 6x.
- Attendance: In FY2024, no director attended fewer than 75% of applicable meetings; board met 12x plus one unanimous written consent. (Relich joined Jan 2025; FY2024 attendance pertains to then-serving directors.)
- Executive sessions: Independent directors expect at least two per year; presiding director rotates among committee chairs.
Fixed Compensation
| Component | Amount/Policy | Details |
|---|---|---|
| FY2024 Cash Fees (pro-rated) | $3,104 | Appointed Jan 6, 2025; fee reflects FY2024 timing and proration |
| Annual Board Retainer | $40,000 (cash) | Paid quarterly; applies prospectively for non-employee directors |
| Committee Chair Retainers | Audit: $15,000; Compensation: $12,000; Nominating & Governance: $12,000 | Annual cash; paid quarterly; chairs only |
| Committee Member Retainers | Audit: $8,000; Compensation: $5,000; Nominating & Governance: $5,000 | Annual cash; paid quarterly; members |
Performance Compensation
| Equity Type | Grant Value/Structure | Vesting | Notes |
|---|---|---|---|
| FY2024 Director Equity | $0 | — | Relich did not receive the June 13, 2024 director equity grant due to appointment in Jan 2025 |
| FY2025 Expected Director Equity | $80,000 restricted stock | Vests in two equal annual installments on 1st and 2nd anniversaries, subject to service | Per proxy “New Plan Benefits” for non-employee directors as of the 2025 annual meeting |
| Plan Safeguard | No repricing of options/SARs without shareholder approval | — | Anti-repricing protection under equity plan |
- Performance metrics: Director equity is time-vested; no performance-conditioned director equity metrics disclosed.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| PSEB LLC | Private | Director (2020–2023) | None disclosed with TLYS |
| PacSun | Private | Co-CEO (2021–2023) | Competitor history; no current role disclosed |
| Advisory boards (retail tech) | Private | Advisor | Monitor for vendor relationships; none disclosed as related-party transactions |
Expertise & Qualifications
- Domains: Retail operations, information systems, supply chain, cybersecurity/PCI compliance; multi-brand scaling and omnichannel execution.
- Notable achievement: Helped grow Guess, Inc. revenues from ~$600M to >$2.5B.
- Industry recognition: Retail CIO of the Year for Strategic Impact; Influential Retail Leader (RIS News).
Equity Ownership
| Holder | Shares Owned (Class A) | Rights to Acquire (60 days) | Ownership % of Class A | Notes |
|---|---|---|---|---|
| Michael Relich | 0 | 0 | <1% | No company stock held as of Apr 21, 2025; no options exercisable within 60 days |
| Pledging/Hedging | Prohibited | — | — | Company policy prohibits hedging and pledging by directors |
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| — | No Form 4 transactions disclosed for Relich through the FY2025 proxy record date | — | — | Appointed Jan 6, 2025; proxy notes late filings for other independents (except Chin and Relich) |
Governance Assessment
-
Strengths
- Independent status with relevant retail operations and IT risk expertise; slated to add Audit Committee service, enhancing financial oversight.
- Director compensation structure balanced (cash + time-vested equity), with anti-hedging/pledging policy and anti-repricing safeguard, aligning with shareholder-friendly practices.
- No related-party transactions involving Relich disclosed; Section 16(a) late filing note excluded Relich.
-
Watch items / potential red flags
- Zero current share ownership reduces immediate “skin-in-the-game” (mitigated by expected $80,000 restricted stock grant at 2025 annual meeting).
- Broader company environment includes significant related-party leases with entities controlled by the Executive Chairman (Shaked); while not tied to Relich, these are governance risk factors the Audit Committee (which he will join) oversees. Lease expenses: HQ/DC $2.1M (to Shaked Holdings), e-commerce facility $1.5M and office/warehouse $0.6M (to Amnet Holdings).
- Historical competitor leadership (PacSun) suggests valuable market insight but merits ongoing monitoring for any future conflicts if vendor or partnership relationships arise; none disclosed.
-
Shareholder sentiment context
- Say-on-pay support was ~91% in 2024, indicating generally favorable investor views on compensation governance (company-wide).
-
Engagement signals
- Nominating & Governance met 6x and Audit 9x in FY2024; Relich’s committee assignments (Nominating now; Audit post–June 11, 2025) position him for substantive oversight.