Teresa Aragones
About Teresa L. Aragones
Teresa L. Aragones (age 55) is an independent director of Tilly’s, Inc., serving since October 2021. She is President, North America at AKQA and brings 20+ years of brand marketing, digital branding, and innovation experience across Nike, Volkswagen, Apple, Xbox, Bacardi, and Universal Studios. She previously served as CMO at Discord (Sep 2020–Nov 2021) and VSCO (May 2018–Apr 2020) and has been recognized by Ad Age, Forbes, AdWeek, and Business Insider for marketing leadership. She was nominated for re-election at the 2025 annual meeting, reflecting board confidence in her contributions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discord, Inc. | Chief Marketing Officer | Sep 2020 – Nov 2021 | Led brand marketing at scale in consumer tech |
| VSCO (Visual Supply Co.) | Chief Marketing Officer | May 2018 – Apr 2020 | Drove digital brand and growth strategy |
| Nike, Inc. | Senior Brand Director Global, Women’s Training (and other director-level roles) | Prior to 2018 | Global sports brand leadership; women’s training focus |
| David & Goliath | Managing Partner, Digital Branding & Innovation | Prior | Digital branding leadership; agency experience |
| Volkswagen Group of America | Director, Media & Interactive Marketing | Prior | Automotive brand media and interactive strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dave, Inc. (NASDAQ: DAVE) | Director; Nominating & Governance Committee | Aug 2022 – Aug 2023 | Governance oversight at a public fintech company |
| Polaroid (private) | Board Member | Since Jan 2023 | Brand stewardship in consumer imaging |
| ChangeUp; Encantos; Unbias | Board of Advisors | Current | Advisory influence on brand/innovation |
| Stanford Community College (Design School) | Advisor, Adjunct Speaker | Current | Community-focused design education |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under NYSE rules; TLYS is a “controlled company” but does not currently use governance exemptions, and all standing committees are independent .
- Committee assignments (FY2024): Compensation Committee member; not on Audit or Nominating & Corporate Governance .
- Attendance & engagement: The board met 12 times (plus one unanimous written consent) in FY2024; no director attended fewer than 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: The company expects at least two independent-director executive sessions per year, chaired on a rotating basis by committee chairs .
- Leadership structure: Combined Executive Chairman/CEO role held by co-founder Hezy Shaked; no formal lead independent director designated .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Paid quarterly; applies to non-employee directors |
| Compensation Committee member fee | $5,000 | Annual member retainer |
| Total cash received (FY2024) | $45,000 | Per Directors’ Compensation Table |
Performance Compensation
| Grant Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (RS) | Jun 13, 2024 | 15,296 shares; $80,000 FV | Vests in two equal installments on each of the succeeding two anniversaries, subject to continued service | No performance criteria; time-vested director grant |
Plan-level terms relevant to directors: Equity awards generally accelerate if not assumed/substituted in a change in control, or upon termination without cause within 12 months post-change-in-control; repricing of options/SARs requires stockholder approval; annual cap on non-employee director cash plus equity value of $500,000 .
Other Directorships & Interlocks
| Company | Public/Private | Overlap/Interlock Risk |
|---|---|---|
| Dave, Inc. (former) | Public | No disclosed interlocks with TLYS suppliers/customers; fintech unrelated to apparel retail |
| Polaroid (current) | Private | Consumer imaging; no direct TLYS conflict disclosed |
| Advisory boards (ChangeUp, Encantos, Unbias) | Private/Non-profit | Advisory roles; no related-party exposure disclosed |
Expertise & Qualifications
- Deep expertise in brand marketing, digital innovation, and consumer engagement across global brands; adds customer/brand lens to board deliberations .
- Recognition includes Ad Age Top 40 Marketers Under 40, Forbes/AdWeek/Business Insider CMO accolades; AdWeek contributor .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership – Class A shares | 38,092 shares; <1% of Class A |
| Rights to acquire Class A shares | None |
| Unvested restricted shares at FY2024 year-end | 21,403 shares (reflects multiple grants) |
| Hedging/Pledging status | Company prohibits hedging and pledging of company stock by directors |
Governance Assessment
- Strengths: Independent director with consumer/brand expertise; active on the Compensation Committee with experienced peers (Chair Doug Collier, governance expert Janet Kerr); committee met seven times in FY2024 and issued a formal CD&A report, indicating robust oversight .
- Alignment: Director pay mix balances cash retainer ($45k in FY2024) and time-vested equity ($80k grant), supporting alignment without short-term meeting fees .
- Independence & engagement: Solid attendance norms, regular executive sessions, and independent committees bolster investor confidence even under controlled company status .
- RED FLAGS (contextual to TLYS, not specific to Aragones):
- Controlled company with 76.6% total voting power held by the CEO and related trusts; potential minority shareholder disenfranchisement risk .
- Related-party leases with entities controlled by the Executive Chairman (rent expense ~$4.2M across facilities in FY2024) and donations/sublease to Tilly’s Life Center led by co-founder; Audit Committee oversees these per policy, but related-party exposure is material .
- Equity plan share reserve increase (+2,000,000 shares), expecting overhang ~17.9% if approved, and three-year adjusted average burn rate ~2.5%; dilution risk to shareholders .
- Minor compliance point: one Form 4 for each independent board member (except Ms. Chin and Mr. Relich) was filed late in FY2024 .
Compensation governance signals: 2024 Say-on-Pay support was ~91%, suggesting general shareholder alignment with compensation structures; CFO/CEO limited delegation for small grants, clawback policy implemented for Section 16 officers, and no excise tax gross-ups under the equity plan .
Overall: Aragones enhances board diversity of skills in marketing/digital, supports Compensation Committee effectiveness, and shows standard director pay/ownership alignment. Key governance risks derive from controlled company status and related-party transactions involving the Executive Chairman; continued rigorous Audit/Compensation Committee oversight and transparent disclosures will be critical to sustaining investor confidence .