Molly Langenstein
About Molly Langenstein
Molly Langenstein is an independent director of Upbound Group, Inc., age 61, serving since 2024. She is a 30-year retail industry veteran and former CEO/President and director of Chico’s FAS until its acquisition in January 2024; prior roles include senior leadership across Macy’s and Bloomingdale’s. She holds a B.S. in fashion merchandising from Kent State University and joined the Caleres, Inc. board in November 2024. Committees: Compensation; Cybersecurity, Technology and Innovation; Nominating and Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chico’s FAS, Inc. | CEO & President; Director | CEO/President from Jun 24, 2020 to Jan 2024 (acquisition); joined as President, Apparel Group Aug 2019 | Led omni-channel retail; board service until buyout |
| Macy’s, Inc. | General Business Manager, Ready-to-Wear | 2017–2019 | Senior merchandising leadership |
| Macy’s/Bloomingdale’s | Chief Private Brands Officer | 2015–2017 | Oversaw private brands strategy |
| Macy’s Private Brands | EVP, Private Brands (Men’s & Children’s) | 2013–2014 | Private brands portfolio management |
| Macy’s | EVP, Group Merchandise Manager, Millennial | 2012 | Merchandising leadership for Millennial segment |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Caleres, Inc. (NYSE: CAL) | Director | Nov 2024–present | Public company footwear; joined board Nov 2024 |
| Kent State University | Advisory Board Member | 2017–2023 | Alumni leadership engagement |
Board Governance
- Independence: Board determined Langenstein is independent under Nasdaq rules; no transactions/relationships noted for independence review .
- Committee assignments and activity:
- Member: Compensation; Nominating & Corporate Governance; Cybersecurity, Technology & Innovation .
- 2024 meetings: Board 8; Audit & Risk 8; Compensation 6; Nominating & Corporate Governance 5; Cybersecurity committee formed Dec 4, 2024, held 0 meetings in 2024 .
- Attendance: In 2024, all directors attended more than 75% of the aggregate of Board and relevant committee meetings; all directors then serving attended the 2024 Annual Meeting; independent directors meet in executive session at each regularly scheduled quarterly in-person Board meeting .
- Board leadership: Independent Chairman; roles of Chair and CEO separated to enhance independence .
- Compensation Committee: Langenstein is a member; committee comprised entirely of independent directors; no interlocks or related-party disclosures under Item 404(a); Korn Ferry conducts biennial market review of director pay .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Elected equity (DSUs) in lieu of cash |
| DSUs (Grant-date fair value, ASC 718) | $215,952 | Prorated annual DSU grant upon joining; plus DSUs for deferred retainers/dividends per policy |
| Other Compensation | $3,208 | Dividend equivalents on vested DSUs |
| Total (2024) | $219,160 | Sum of components |
Director pay structure and retainers (unchanged for 2025):
- Annual retainers: Non-employee directors $85,000; Chairman $200,000; Committee chairs/members as follows:
- Audit & Risk Chair $27,500; members $15,000
- Compensation Chair $25,000; members $10,500
- Nominating & Corporate Governance Chair $20,000; members $10,000
- Cybersecurity, Technology & Innovation Chair $20,000; members $10,000 (pro rata for 2024) .
- DSU annual award: $145,000 for 2024; DSUs fully vested at grant, delivered upon end of board service; Langenstein received a prorated annual grant when she joined .
- 2025 director program: Retain same elements/amounts as 2024 .
Performance Compensation
Directors do not receive performance-conditioned equity at UPBD; DSUs are fully vested at grant and not tied to financial/TSR metrics. Hedging/pledging restricted per insider trading policy .
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Financial targets (EBITDA, revenue) | No | Not used for director DSUs; DSUs fully vested at grant |
| Relative TSR | No | TSR-based awards noted for executives, not directors |
| ESG metrics | No | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Caleres, Inc. | Director | No UPBD-reported related-party transactions; maintains independence status . |
| Compensation Committee Interlocks | N/A | No interlocks; no Item 404(a) relationships for committee members, including Langenstein . |
Expertise & Qualifications
- Deep retail leadership across Chico’s and Macy’s; omni-channel and digital consumer expertise; brand-building track record .
- Board governance experience, including compensation oversight and technology/cybersecurity risk oversight at UPBD .
- Academic linkage via Kent State advisory role; formal merchandising education .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Common Stock | Composition/Notes |
|---|---|---|---|
| Molly Langenstein | 14,362 | <1% | Includes DSUs per SEC beneficial ownership rules; DSUs are fully vested at grant and convert to shares only upon board departure . |
Ownership alignment policies:
- Director stock ownership guideline: Hold at least $400,000 in UPBD common stock by the later of Dec 1, 2025 or five years after original appointment; DSUs count toward guideline; directors must retain 100% of equity compensation until shares are issued at end of board service .
- Hedging and pledging prohibited (short sales, derivatives); pledging/margining prohibited unless non-marginable by brokerage .
Governance Assessment
- Independence and conflicts: Langenstein is independent with “None” listed in the independence review table; no Item 404(a) related-party relationships; compensation committee likewise reports no interlocks or related-party ties. This supports board effectiveness and investor confidence .
- Committee engagement: Active on three key committees (Compensation; Nominating & Corporate Governance; Cybersecurity). Adds retail/digital expertise, useful for compensation benchmarking and oversight of tech/cyber risks after the committee’s formation in Dec 2024 .
- Attendance and oversight: Board met 8 times in 2024; all directors exceeded the 75% attendance threshold; independent executive sessions occur quarterly, strengthening independent oversight .
- Pay-for-alignment: Director compensation balanced between cash retainers and DSUs, with Langenstein electing equity; robust ownership guidelines and anti-hedging/pledging rules reinforce alignment. 2025 program stability reduces pay volatility concerns .
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, no attendance issues, and no committee interlocks noted .