John Mulliken
URBAN OUTFITTERSAbout John C. Mulliken
Independent director since 2020; age 52; currently Senior Lecturer at Harvard Business School (Strategy Unit) since September 2024. Former Wayfair executive (Chief Technology Officer and SVP, Strategic Initiatives) where he founded Joss & Main and Birch Lane, led the DwellStudio acquisition, and built proprietary adtech; prior Chief Integrated Product Officer at IndigoAg; earlier career at Boston Consulting Group as Senior Advisor specializing in retail, consumer, and technology. Education: BA in Mathematics (Reed College) and MBA in Corporate Finance (London Business School) . The Board classifies him as independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayfair Inc. | Chief Technology Officer; SVP Strategic Initiatives | “for a decade” at Wayfair; founded Joss & Main and Birch Lane; led DwellStudio acquisition; built proprietary adtech stack | Led innovation and growth; ecommerce and multichannel retail expertise |
| IndigoAg | Chief Integrated Product Officer | Not disclosed | Product leadership in ag tech |
| Boston Consulting Group | Senior Advisor (until 2025) | Rejoined in 2020 through 2025 | Advised high-growth technology and consumer companies |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Harvard Business School | Senior Lecturer (Strategy) | Academic | Since September 2024 |
| Bombas | Director | Private | Bombas supplied apparel to URBN; payments were financially immaterial to Bombas; Mulliken not involved in sourcing; Board reviewed and preserved independence |
Board Governance
- Committee assignments: Chair, Nominating and Governance Committee . Not listed as a member of Audit or Compensation Committees (Audit members: McDonald, Antoian, Morgenfeld; Compensation members: Morgenfeld (Chair), Campbell, Maredia, McDonald) .
- Independence: Board determined he is independent under NASDAQ standards; eight of ten directors are independent .
- Attendance and engagement: Board held 4 meetings in Fiscal 2025; each director attended at least 75% of Board and applicable committee meetings. Nominating Committee met 4 times; Audit 8 times; Compensation 4 times .
- Lead Independent Director: Edward N. Antoian (since 2018) .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions without management .
| Committee | Membership (Mulliken) | Chair (Mulliken) | FY25 Meetings |
|---|---|---|---|
| Nominating & Governance | Yes | Yes | 4 |
| Audit | No (members: McDonald, Antoian, Morgenfeld) | No | 8 |
| Compensation & Leadership Development | No (members: Morgenfeld (Chair), Campbell, Maredia, McDonald) | No | 4 |
Fixed Compensation
| Component | FY2025 Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in two installments: $50,000 in August after annual meeting; $50,000 at fiscal year-end |
| Total cash + equity | $252,144 | Fees earned/paid in cash $100,000; Stock awards $152,144; No option awards |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Fair Value | Vesting/Performance Conditions |
|---|---|---|---|---|
| Director RSUs | June 5, 2024 | 3,700 | $152,144 (3,700 x $41.12) | RSUs are time-vesting; no performance metrics apply to director RSUs |
| Stock Options | — | 0 | — | None outstanding |
- RSU conversion events: On June 3, 2025, 3,700 Director RSUs converted to common shares (Form 4); post-transaction direct ownership was 19,150 shares . A separate director RSU award of 2,100 units was reported on June 4, 2025 .
Director Pay Mix Signal
- Cash vs equity mix (~40% cash; ~60% equity) for FY2025 indicates alignment with shareholder interests via equity-based retainer structure; no option awards or performance-conditioned director equity, consistent with standard governance practices .
Other Directorships & Interlocks
| Entity | Role | Interlock/Transaction | Governance Note |
|---|---|---|---|
| Bombas | Director | Bombas supplied apparel to URBN in FY2025; payments immaterial to Bombas; Mulliken not involved in sourcing | Board reviewed and approved; maintained independence |
Expertise & Qualifications
- Ecommerce and multichannel retail operator; founder of lifestyle brands (Joss & Main; Birch Lane) and integrator of acquisitions (DwellStudio) .
- Technology leadership (CTO) and adtech buildout; strategy and corporate development experience .
- Academic strategic expertise (HBS Senior Lecturer) .
- Education: BA Mathematics (Reed); MBA Corporate Finance (London Business School) .
Equity Ownership
| Measure | Amount | As-Of |
|---|---|---|
| Beneficial ownership (common shares) | 15,450; less than 1% of outstanding shares | March 11, 2025 |
| Shares outstanding | 92,809,665 | March 11, 2025 |
| Director RSUs outstanding | 3,700 (as of fiscal year-end) | January 31, 2025 |
| Stock options | 0 | January 31, 2025 |
| Post-Form 4 ownership | 19,150 (after 3,700 RSUs converted) | June 3, 2025 |
Insider Trades (Form 4)
Governance Assessment
- Independence and leadership: Independent director who chairs the Nominating & Governance Committee, directly influencing board composition, competencies, and governance policy refresh; supports investor confidence in board refresh and oversight .
- Attendance and engagement: Board and committees met frequently in FY2025; all directors met at least the 75% attendance threshold; Nominating met 4x, underscoring active governance under his chairship .
- Related-party scrutiny: Bombas supplier relationship disclosed and reviewed; immaterial payment levels, non-involvement in sourcing, and explicit independence determination mitigate conflict risk; continue to monitor supplier exposure as a potential soft conflict signal .
- Alignment: Director compensation predominantly equity-based RSUs with time-based vesting (no options or performance hurdles); cash retainer modest; company-wide stock ownership guidelines apply to directors with five-year compliance window; insider trading policy prohibits hedging/short positions, further aligning interests .
- Broader governance signals: Lead Independent Director in place; declassified board; majority voting; proxy access; strong say‑on‑pay support (99% in 2024) indicate responsive governance culture and positive investor sentiment .