Harry Cherken Jr.
URBAN OUTFITTERSAbout Harry S. Cherken, Jr.
Harry S. Cherken, Jr. (age 75) is a long-tenured independent director at URBN, serving since 1989. A retired real estate lawyer (Faegre Drinker Biddle & Reath LLP) with over 45 years’ experience, he has negotiated URBN real estate transactions and leases nearly from the company’s inception; he also holds a Masters in Liberal Arts and serves as a trustee for various not‑for‑profit and academic institutions. In 2021, he was appointed Honorary Consul for Philadelphia of the Republic of Armenia . The Board identifies him as independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faegre Drinker Biddle & Reath LLP | Partner; Managing Partner; Chair/Co‑Chair Real Estate Group (18 years) | Partner Nov 1984–Jan 2020; Senior Counsel Jan 2020–Dec 2022 | Negotiated URBN real estate transactions and retail leases nearly from inception |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Republic of Armenia | Honorary Consul for Philadelphia | Appointed 2021 | Public service role |
| Various not‑for‑profits/academic institutions | Trustee | Not disclosed | Broad civic/non‑profit governance experience |
Board Governance
- Independence status: Independent director under NASDAQ criteria .
- Committee assignments: Not listed as a member of Audit, Compensation & Leadership Development, or Nominating & Governance in URBN’s 10‑K membership designations (Cherken has no “(1)/(2)/(3)” markers; Audit=1, Compensation=2, Nominating=3) .
- Board attendance: Board held 4 meetings in Fiscal 2025; each director attended at least 75% of Board and committee meetings; all current directors attended last year’s annual meeting .
- Leadership structure: Chairman is Richard A. Hayne; Lead Independent Director is Edward N. Antoian; independent directors meet in regular executive sessions without management .
- Governance enhancements: Board declassified; majority voting; proxy access; annual say‑on‑pay; Lead Independent Director appointed .
Fixed Compensation (Non‑Employee Director – Fiscal 2025)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in two installments: $50,000 in August (post‑annual meeting) and $50,000 upon completion of the fiscal year |
| Perquisites | Merchandise discount | Director/family discount per employee policy |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Notes |
|---|---|---|---|---|
| RSUs | June 5, 2024 | 3,700 | $152,144 (3,700 × $41.12) | Same RSU award to each non‑employee director; reflects stock price at grant |
| Stock Options (outstanding) | As of Jan 31, 2025 | 40,000 | — | Presently exercisable options reported for Cherken |
| RSU expense (FY25) | FY25 | — | $100,040 (FY25 portion of 2024 grant) + $52,051 (portion of 2023 grant) | Disclosure for each director |
Director RSUs are disclosed; no director‑level performance metrics are specified for these grants (executive PSUs tie to Operating Income rate; directors receive RSUs) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Cherken; trustee roles are non‑profit/academic |
Expertise & Qualifications
- Deep real estate transaction and retail lease negotiation expertise; former Chair/Co‑Chair of a major law firm’s Real Estate Group .
- Civic governance exposure via trustee positions; Masters in Liberal Arts .
- Tenure and institutional knowledge span URBN’s evolution since inception .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Harry S. Cherken, Jr. | 9,271,563 | 10.0% | Includes: (i) 40,000 shares subject to presently exercisable options; (ii) 3,791,991 shares in two trusts co‑trustee with D. Hayne; (iii) 4,939,876 shares in two trusts co‑trustee with M. A. Hayne; (iv) 4,400 shares in a trust where he is trustee. Based on 92,809,665 shares outstanding as of Mar 11, 2025 . |
Stock ownership policy: Directors must hold the lesser of a specified number of shares or “URBN Equity” equal to a multiple of annual cash compensation/base salary, with a 5‑year compliance window; hedging and short positions are prohibited for directors/executives .
Insider Trades (Form 4 – 2024–2025 snapshots)
| Date (Transacted) | Type | Securities | Price ($) | Post‑Txn Holdings | Source |
|---|---|---|---|---|---|
| 2025‑05‑27 | Option Exercise (M‑Exempt) | 20,000 Common Shares | 46.42 | 515,296 | |
| 2025‑05‑27 | Sale (S) | 20,000 Common Shares | 73.50 | 495,296 | |
| 2025‑05‑27 | Sale (S) | 15,000 Common Shares | 75.01 | 480,296 | |
| 2025‑06‑03 | RSU Conversion (M‑Exempt) | 3,700 Common Shares | 0.00 | 483,996 | |
| 2025‑01‑10 | Sale (S) | 31,305 Common Shares | 57.10 | 533,991 | |
| 2025‑01‑10 | Sale (S) | 23,695 Common Shares | 57.59 | 510,296 | |
| 2024‑05‑17 | Option Exercise (M‑Exempt) | 20,000 Common Shares | 18.81 | 565,546 | |
| 2024‑07‑12 | Sale (S) | 3,782 Common Shares | 48.162 | 566,514 |
Section 16 compliance: URBN reports no delinquent Section 16 filings for FY2025 .
Governance Assessment
- Strengths: Independent classification; consistent attendance; significant domain expertise in real estate leasing aligned with URBN’s footprint; modern governance features (declassified board, majority voting, proxy access, lead independent director) supporting investor rights .
- Alignment: Material equity ownership (10.0%) creates strong economic alignment; director RSUs and options provide additional skin‑in‑the‑game .
- Oversight positioning: Not serving on Audit, Compensation, or Nominating in current committee rosters limits direct influence over key oversight areas (financial reporting, executive pay, director selection) .
- Potential conflicts and RED FLAGS:
- 10% beneficial owner; co‑trustee with Hayne family over large share blocks, indicating close ties to management/founders that may affect perceived independence despite NASDAQ classification .
- Historical related‑party services: Faegre Drinker (his firm) provided legal services in fiscal 2023, albeit immaterial ($1,127); he retired in 2022 (Senior Counsel through 2022) .
- Prior direct negotiation of URBN leases and real estate transactions as outside counsel could create perceived related‑party exposure, though no current service relationship is disclosed beyond the immaterial 2023 fees .
- Shareholder communications and executive sessions are established; risk oversight is primarily through Audit, with regular data privacy/security briefings, which Cherken does not chair .
Summary: Cherken’s tenure and real estate expertise are valuable; however, concentrated beneficial ownership with family trust co‑trustees and historical law‑firm ties merit ongoing monitoring for conflicts. The lack of current committee roles reduces direct governance risk but may also limit accountability leverage relative to his significant ownership .