Mary Egan
URBAN OUTFITTERSAbout Mary C. Egan
Mary C. Egan (age 57) is an independent director of Urban Outfitters, Inc. (URBN) since 2022 (tenure ~3 years) with deep consumer and omni‑channel strategy experience spanning operating, advisory, and founder roles . She is Principal of Egan Advisory Group (since 2018), previously founded and led SaaS startup Gatheredtable (2013–2018), led global strategy/corporate development and the Americas food category at Starbucks (2010–2012), and was a Managing Director at BCG (1996–2010) .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Egan Advisory Group | Principal; advisor to high‑growth, PE/VC‑backed consumer brands | 2018–present | Consumer/retail growth and omni‑channel strategy advisory |
| Gatheredtable (SaaS) | Founder & CEO | 2013–2018 (sold to strategic buyer) | Built consumer SaaS; exit via sale |
| Starbucks Corporation | Head, Global Strategy & Corporate Development; led Americas Food category | 2010–2012 (strategy/corp dev); 2012 (food category) | Corporate development and category leadership |
| The Boston Consulting Group | Managing Director (consumer/retail) | 1996–2010 | Partnered with leading consumer/retail brands on aggressive growth strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Noodles & Company (NDLS) | Director | Current | Public company board; committees not disclosed in proxy |
| American Campus Communities (ACC) | Director | 2018–2022 | Board tenure ended upon Blackstone acquisition in 2022 |
| Kripalu Center for Yoga and Health | Director (non‑profit) | Current | Non‑profit governance role |
Board Governance
- Committee assignments and roles: Member, Nominating & Governance Committee; not a chair. The Nominating Committee met 4 times in FY2025 .
- Independence and tenure: Classified as NASDAQ‑independent; age 57; ~3 years tenure on URBN’s board .
- Attendance and engagement: Board met 4 times in FY2025; each director attended at least 75% of Board and applicable committee meetings; all current directors attended last year’s annual shareholder meeting .
- Board leadership and structure: Combined Chair/CEO; Lead Independent Director (Edward N. Antoian) in place since 2018; independent directors hold regularly scheduled executive sessions .
- Governance enhancements: Declassified board, majority voting, proxy access bylaw, Lead Independent Director, annual say‑on‑pay votes .
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 |
- Payment structure: Non‑employee director cash is paid in two $50,000 installments (post‑AGM in August and at fiscal year end) .
- No separate meeting fees disclosed; merchandise discount available per policy .
Performance Compensation (Equity Grants to Director)
Directors receive time‑vested RSUs; no performance‑conditioned metrics are attached to director equity in the proxy disclosures.
| Grant Date | Instrument | Shares | Grant Date FV ($) | Grant Price ($/sh) |
|---|---|---|---|---|
| Jun 6, 2023 | RSUs | 4,750 | $150,005 | $31.58 |
| Jun 5, 2024 | RSUs | 3,700 | $152,144 | $41.12 |
Other Directorships & Interlocks
| Company | Relationship to URBN | Interlock/Transactions |
|---|---|---|
| Noodles & Company (NDLS) | None disclosed | Current directorship; no URBN‑related transactions disclosed in proxy . |
| American Campus Communities (ACC) | None | Prior directorship; ended with 2022 acquisition . |
| Kripalu Center for Yoga and Health | None | Non‑profit board . |
No related‑party transactions involving Ms. Egan are disclosed; Section 16(a) reports were timely for all insiders in FY2025 . A separate director (not Ms. Egan) had an immaterial supplier relationship disclosed; the board reviewed independence for that case .
Expertise & Qualifications
- Consumer/retail growth, omni‑channel strategy, founder/operator background, and corporate development expertise from Starbucks, BCG, and a consumer SaaS venture .
- Public company board experience (NDLS; prior ACC) and non‑profit governance (Kripalu) .
- Education not disclosed in the URBN proxy’s director biography for Ms. Egan .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/11/2025) | 11,550 URBN shares; <1% of shares outstanding |
| Unvested RSUs outstanding (as of 1/31/2025) | 3,700 RSUs |
| Stock options outstanding | 0 options |
| Hedging/pledging | Hedging and certain derivative/short transactions are prohibited by policy; no pledging disclosure specific to Ms. Egan in the proxy . |
| Stock ownership guidelines | Directors must meet ownership guidelines within 5 years; thereafter must retain at least 50% of net after‑tax shares acquired until compliant . |
| Section 16(a) compliance | No delinquent insider ownership reports in FY2025 . |
Governance Assessment
- Alignment and incentives: Director pay mixes a fixed cash retainer with annual RSUs (time‑vested), promoting equity alignment without encouraging excessive risk‑taking; FY2025 grants were 3,700 RSUs at $41.12 (grant‑date FV $152,144) alongside $100,000 cash .
- Board effectiveness: Independent director serving on the Nominating & Governance Committee supports refreshment and governance oversight; committee met 4 times in FY2025 .
- Engagement and attendance: Board met 4 times; all directors met the ≥75% attendance threshold; all current directors attended last year’s annual meeting—positive for engagement .
- Shareholder signals: Say‑on‑pay support was ~99% at the 2024 AGM, indicating broad investor approval of compensation practices and governance framework .
- Conflicts and red flags: No related‑party transactions or Section 16 reporting issues disclosed for Ms. Egan; options outstanding = 0; no pledging disclosure noted. URBN overall discloses certain family relationships among executives/directors (not involving Ms. Egan), underscoring the importance of independent oversight on committees .
- Structural safeguards: Declassified board, majority voting, proxy access, and a Lead Independent Director role collectively enhance accountability and investor rights .
RED FLAGS
- None disclosed specific to Mary C. Egan: no related‑party transactions, no options, timely Section 16 filings; attendance threshold met by all directors .