Seth Johnson
About Seth Johnson
Seth Johnson, 71, has served as an independent director of Tilly’s, Inc. since April 2011 and as Chair of the Audit Committee since August 2011; he is designated an “audit committee financial expert” by the Board . His background includes CFO (1992–1998) and COO (1999–2004) roles at Abercrombie & Fitch, CEO of Pacific Sunwear (2005–2006), and adjunct faculty in business strategy at Chapman University (2007–2009), reflecting 30+ years of apparel retail leadership and public-company governance experience . He is independent under NYSE rules; Tilly’s is a controlled company but states it did not use governance exemptions in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abercrombie & Fitch Co. | Chief Financial Officer | 1992–1998 | Led IPO; contributed to scale-up from ~$85M to >$2B in sales . |
| Abercrombie & Fitch Co. | Chief Operating Officer | 1999–2004 | Senior operating leadership during rapid growth . |
| Pacific Sunwear of California, Inc. | Chief Executive Officer | 2005–2006 | Public specialty retailer leadership . |
| Chapman University (Argyros School) | Instructor, Business Strategy | 2007–2009 | Academic governance/strategy perspective . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pacific Symphony | Director (non-profit) | Current | Community/non-profit board role . |
| Christopher & Banks Corporation | Director (public) | 2016–2021 | Apparel retailer (previously public) . |
| bebe stores, inc. | Director (public) | 2014–2018 | Apparel retailer (previously public) . |
| True Religion Apparel Inc. | Lead Director (public) | 2010–2013 | Apparel retailer (previously public) . |
| DEI Holdings Inc. | Director (public) | 2007–2009 | Previously public . |
Board Governance
- Independence and structure: TLYS is a controlled company but did not use NYSE governance exemptions; all directors except the CEO are independent for fiscal 2024; there is no Lead Independent Director .
- Committee assignments (FY2024): Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit expertise: Board determined Johnson is an “audit committee financial expert”; Audit Committee met 9 times in fiscal 2024 .
- 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 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees (Board and committees) | $68,000 | $68,000 |
| Program rates (for context): Board retainer | $40,000 | $40,000 |
| Program rates: Audit Chair (additional) | $15,000 | $15,000 |
| Program rates: Nominating & Gov. member (additional) | $5,000 | $5,000 |
Notes: Directors also receive Audit Committee member fee ($8,000) and other chair/member fees per program; Johnson’s total cash aligns with Board + Audit Chair + Audit member + Nominating member rates .
Performance Compensation
| Equity Grant Detail | FY 2023 | FY 2024 |
|---|---|---|
| Annual grant fair value | $80,000 (restricted stock) | $80,000 (restricted stock) |
| Shares granted | 12,214 RS on 6/14/2023 | 15,296 RS on 6/13/2024 |
| Vesting | 50% on each of the next two anniversaries, service-based | 50% on each of the next two anniversaries, service-based |
| Director equity plan cap | $500,000 total annual director comp cap under plan | $500,000 total annual director comp cap under plan |
Performance metrics: Director equity is time-based (not performance-vested). The company’s overall plan allows performance criteria for employee awards (e.g., operating income, TSR, comps), but director grants are service-based .
Other Directorships & Interlocks
- Current public-company directorships: None disclosed; non-profit: Pacific Symphony .
- Prior public-company boards: Christopher & Banks (2016–2021), bebe (2014–2018), True Religion (Lead Director, 2010–2013), DEI Holdings (2007–2009) .
- Notable industry overlap: Former CEO of PacSun and senior A&F executive; no current disclosed interlocks with TLYS customers/suppliers .
Expertise & Qualifications
- Financial and audit: Designated audit committee financial expert; extensive CFO/COO background and IPO leadership (A&F) .
- Retail operations: 30+ years in apparel specialty retail including CEO role at PacSun; brings operating, strategic, and financial planning insights .
- Governance: Long-standing Audit Chair at TLYS (since 2011) .
Equity Ownership
| Holder | Class A Shares | Rights to Acquire Class A | % of Class A | Notes |
|---|---|---|---|---|
| Seth Johnson | 93,345 | — | <1% | Unvested RS expected to vest: 7,648 on 6/13/2025 and 6,107 on 6/14/2025 for non-employee directors (excludes named exceptions) . |
Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors and related persons, supporting alignment with shareholders .
Related Party Exposure (Company-Level; Audit Oversight)
| Related Party Item | FY 2024 Amount/Terms |
|---|---|
| HQ/Distribution lease (Shaked Holdings) | $2.1M rent expense; CPI-based escalator (max 7%); lease through 12/31/2027 . |
| E-commerce fulfillment center (Amnet Holdings) | $1.5M rent expense; annual escalator ≥5% or LAARUCPI; deposit $0.7M; lease through 10/31/2031 . |
| Office/warehouse (Amnet Holdings) | $0.6M rent expense; annual escalator ≥5% or LAARUCPI; deposit $0.2M; lease through 6/30/2032 . |
| Tilly’s Life Center (charity founded by co-founder) | $0.2M company donation approval; $0.9M “round up” customer donations in FY 2024; sublease of 5,887 sq ft to TLC through 1/31/2027 . |
Governance controls: A written Related Party Transaction Policy exists; Audit Committee reviews/approves such transactions; no director participates in approval for which he/she is a related person . Audit Committee explicitly oversees related party transactions per its charter .
Say-on-Pay & Shareholder Feedback (Context for Governance)
| Year | Say-on-Pay Approval | Notes |
|---|---|---|
| 2023 | ~92% of votes cast “FOR” | Strong support for executive pay program. |
| 2024 | ~91% of votes cast “FOR” | Company adopted annual say-on-pay frequency following 2024 vote . |
Additional Indicators
- Section 16 compliance: Company disclosed one Form 4 was inadvertently filed late for each independent board member (except Ms. Chin and Mr. Relich) in FY 2024; otherwise compliant .
- Controlled company concentration: Hezy Shaked and related trusts control ~76.6% of total voting power, elevating the importance of robust independent oversight by directors (including Audit Chair) .
Governance Assessment
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Strengths
- Long-tenured Audit Chair with audit committee financial expert status and deep CFO/COO/CEO experience in apparel retail; clear fit with TLYS’s risk and financial oversight needs .
- Strong engagement metrics: no director <75% attendance; independent committees met regularly (Audit: 9 meetings FY2024) .
- Aligned director pay structure: balanced cash retainer plus multi-year vesting RS; anti-hedging/anti-pledging policy reinforces alignment .
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Watch items / potential risks
- Controlled company dynamics and multiple related-party transactions with entities associated with the Executive Chairman (leases) require vigilant, independent audit oversight of terms and renewals; Johnson’s role as Audit Chair is central here .
- Minor administrative lapse (late Form 4) noted broadly for independent directors in FY2024; monitor process controls for Section 16 filings .
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Net view: Johnson’s credentials, independence, and committee leadership are consistent with robust board oversight—particularly on financial reporting, related-party review, and auditor independence—mitigating governance risks associated with control concentration and insider transactions .