Edward Antoian
URBAN OUTFITTERSAbout Edward N. Antoian
Edward N. Antoian, age 69, has served on URBN’s Board since 2011 and is the Board’s Lead Independent Director (since 2018). He is Principal and Senior Strategic Advisor at Sequoia Financial Group (since March 2023) and previously founded and served as partner at Zeke Capital Advisors; he also held senior portfolio manager roles at Chartwell Investment Partners and Delaware Management, with earlier roles at E.F. Hutton and as a CPA at Price Waterhouse. Antoian holds an MBA in Finance and credentials as a CFA and CPA, contributing deep finance and accounting expertise and qualifying him as an SEC “audit committee financial expert.” He is independent under NASDAQ standards and serves as director for a not-for-profit entity and three private companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Financial Group | Principal; Senior Strategic Advisor | Mar 2023–present | Strategic finance advisory |
| Zeke Capital Advisors | Founder; Partner | Jan 2008–Feb 2023 | Financial advisory leadership |
| Chartwell Investment Partners | Partner; Senior Portfolio Manager | 1997–Mar 2019 | Investment management |
| Delaware Management Co. | Senior Portfolio Manager | Not disclosed (prior to Chartwell) | Portfolio management |
| E.F. Hutton | Institutional Sales | Not disclosed | Institutional coverage |
| Price Waterhouse | Certified Public Accountant | Not disclosed | Accounting, audit foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not-for-profit entity (unnamed) | Director | Not disclosed | Company reports service at a not-for-profit entity |
| Three private companies (unnamed) | Director | Not disclosed | Company reports service at three private companies |
Board Governance
- Independence: The Board determined Antoian is independent under NASDAQ standards. Eight of ten URBN directors are independent.
- Lead Independent Director: Antoian has served since 2018; duties include presiding at meetings without the Chairman, calling meetings of independent directors, liaising between the Chairman and independents, approving agendas/schedules, and engaging with shareholders when appropriate.
- Committees: Audit Committee member; URBN’s Board designated him an “audit committee financial expert.” Not a member of Compensation or Nominating. Audit Committee met 8 times in FY2025.
- Attendance and engagement: Board met four times in FY2025; every director attended at least 75% of Board and committee meetings. Directors are expected to attend the annual meeting; all current directors attended last year’s annual meeting. Independent directors meet in executive sessions routinely.
Fixed Compensation (Director)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 100,000 | 100,000 |
| Stock Awards ($) | 150,005 | 152,144 |
| Option Awards ($) | — | — |
| Total ($) | 250,005 | 252,144 |
Director equity grant details:
- June 6, 2023: 4,750 RSUs at $31.58 per share; grant-date fair value $150,005.
- June 5, 2024: 3,700 RSUs at $41.12 per share; grant-date fair value $152,144.
Additional director perquisites: Merchandise discounts per policy.
Performance Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Performance-based director pay | None disclosed; director pay comprised cash retainer and time-vested RSUs | None disclosed; director pay comprised cash retainer and time-vested RSUs |
| Option grants (director) | No new director option grants | No new director option grants |
Notes: Director RSUs are time-vesting awards; performance-based components are not used for non-employee director compensation.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | URBN discloses not-for-profit and private company directorships, but no public company boards for Antoian. |
Expertise & Qualifications
- Financial and investment expertise: CFA, CPA, MBA in Finance; extensive portfolio management and advisory experience.
- Audit competency: Designated audit committee financial expert.
- Governance leadership: Lead Independent Director with defined oversight and shareholder liaison responsibilities.
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 72,671 | 77,421 |
| Ownership as % of Shares Outstanding | <1% | <1% |
| Options – Exercisable | 40,000 | 40,000 |
| RSUs Outstanding (director grants) | 4,750 | 3,700 |
Ownership policies:
- Stock ownership guidelines adopted FY2022; covered individuals have five years to comply and must hold at least 50% of net shares post-tax until compliant.
- Hedging/short positions prohibited; monetization transactions restricted under Code of Conduct.
Governance Assessment
- Board effectiveness: Antoian strengthens oversight as Lead Independent Director and Audit Committee financial expert, supporting independent scrutiny of financial reporting, risk, and CEO/Chair performance.
- Independence and engagement: Independent status, Audit membership, and ≥75% attendance indicate active, objective participation; annual meeting attendance policy is met.
- Alignment: Personal share ownership plus legacy, exercisable options and ongoing annual RSU grants align interests; URBN’s ownership guidelines and hedging prohibitions mitigate misalignment risks.
- Conflicts/related-party exposure: No related-party transactions or conflicts disclosed for Antoian; Board-approved processes govern conflicts.
- Shareholder signals: Say-on-pay support was ~99% at the 2024 annual meeting, indicating broad investor confidence in URBN’s compensation governance.
RED FLAGS: None disclosed specific to Antoian (no pledging, no related-party transactions, no attendance issues). Structural risk remains that URBN combines CEO and Chairman roles, though mitigated by Antoian’s Lead Independent Director authority and routine executive sessions.