Todd Morgenfeld
URBAN OUTFITTERSAbout Todd R. Morgenfeld
Todd R. Morgenfeld, 53, has served on URBN’s Board since 2019 and is an independent director under NASDAQ standards. He previously served as CFO and Head of Business Operations at Pinterest (2019–2023) and CFO (2016–2019), with prior finance leadership roles at Twitter and Hewlett-Packard and investing at Silver Lake; he graduated first in his class from the U.S. Military Academy and holds an MBA from Stanford. He is designated an “audit committee financial expert” and brings deep finance and consumer internet expertise to URBN’s board. He also serves on the board of AppLovin Corporation, a public company in mobile app marketing and monetization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinterest, Inc. | CFO & Head of Business Operations | 2019–2023 | Led finance and operations at consumer internet platform |
| Pinterest, Inc. | Chief Financial Officer | 2016–2019 | Enterprise finance leadership |
| Vice President of Finance | 2015–2016 | Corporate finance leadership | |
| Hewlett-Packard Company | Treasurer; SVP Corporate Development & Corporate Financial Analytics | 2013–2015 | Corporate development, analytics, treasury |
| Silver Lake Partners | Investment Partner | 2004–2013 | Technology investing and portfolio oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AppLovin Corporation (public) | Director | Current | Board member; specific committees not disclosed |
Board Governance
- Independence: Board determined Morgenfeld is independent; eight of ten nominees are independent .
- Committee leadership: Chair, Compensation & Leadership Development Committee; Member, Audit Committee .
- Audit expertise: Identified by the Board as an audit committee financial expert .
- Meetings and attendance: Board held 4 meetings in FY2025; each director attended at least 75% of Board/committee meetings; Audit Committee met 8 times; Compensation Committee met 4 times .
- Executive sessions: Independent directors meet in executive session after most Board meetings .
| Governance Item | Detail |
|---|---|
| Independence status | Independent (NASDAQ) |
| Committees | Compensation (Chair); Audit (Member) |
| Audit financial expert designation | Yes |
| FY2025 meetings | Board: 4; Audit: 8; Compensation: 4 |
| Attendance | ≥75% for all directors |
| Lead Independent Director | Edward N. Antoian |
Fixed Compensation
| Component | FY2025 Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Paid in two $50,000 installments (August post-AGM; upon fiscal year completion) |
| Equity (RSUs) | $152,144 | 3,700 RSUs granted June 5, 2024 at $41.12 grant-date fair value; time-based RSUs under the 2017 Plan |
| Options | $0 | No option awards granted in FY2025; options outstanding for Morgenfeld: 0 |
| Perquisites | Merchandise discount | Director and immediate family eligible under employee merchandise discount policy |
Performance Compensation
- Directors receive time-vesting RSUs; no performance metrics tied to director equity grants are disclosed .
- As Compensation Committee Chair, Morgenfeld oversees executive incentive design. FY2025 corporate metrics tied to executive bonuses were Net Sales and Operating Income (with threshold/target/max constructs) and paid above target based on actual outcomes.
| URBN FY2025 Performance Metrics (Executives) | Threshold | Target | Maximum | Actual payout vs Target |
|---|---|---|---|---|
| URBN Net Sales | $5.277B | $5.441B | $5.604B | 168% of Target (based on $5.551B achieved) |
| URBN Adjusted Operating Income | $406.1M | $451.2M | $496.4M | 160% of Target (based on $478M achieved) |
Committee process and consultant: Korn Ferry Hay Group served as independent compensation consultant; URBN paid $45,600 for FY2025 services .
Executive equity structure: PSUs and RSUs were granted with three-year staged vesting; PSU vesting contingent on operating profit margin ≥5% for FYs ended Jan 31, 2026–2028 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company board | AppLovin Corporation (Director) |
| Reported interlocks/conflicts at URBN | None disclosed involving Morgenfeld; Board reviewed/approved disclosed relationships (e.g., Bombas supplier tied to another director) |
| Related-party transaction oversight | Audit Committee reviews and approves related-party transactions per charter |
Expertise & Qualifications
- Finance and capital markets: CFO roles at Pinterest; VP Finance at Twitter; HP corporate development/analytics/treasury; Silver Lake investing .
- Audit and governance: Designated audit committee financial expert .
- Education: United States Military Academy (first in class); Stanford MBA .
- Industry: Consumer internet, technology, and multi-channel platforms .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial ownership (URBN common) | 23,750 shares | <1% of shares outstanding; as of March 11, 2025 |
| Unvested director RSUs outstanding | 3,700 units | As of January 31, 2025 (June 5, 2024 grant) |
| Options (exercisable/unexercisable) | 0 | No options outstanding |
| Hedging/shorting policy | Prohibited for directors and specified employees (e.g., equity swaps, zero-cost collars) | |
| Director stock ownership guidelines | Policy requires holdings equal to specified multiples; compliance within 5 years; 50% post-tax retention until compliant; specific multiples not disclosed | |
| Section 16(a) filings | No delinquent reports in FY2025 |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee; member of Audit; designated financial expert—enhances oversight of pay-for-performance and financial reporting .
- Robust incentive architecture (Net Sales, Operating Income, PSU OPM targets) and use of independent consultant; strong say-on-pay support (≈99% approval in 2024) indicating investor alignment .
- Board executive sessions and lead independent director structure support independent oversight .
-
Watch items
- URBN’s CEO also serves as Chairman; while mitigated by independent lead director and committee structures, combined roles warrant continued focus on board independence; not specific to Morgenfeld but relevant to board effectiveness .
- Family relationships among executives/directors disclosed (Hayne family); Audit Committee oversight and conflict policies in place; none disclosed involving Morgenfeld .
-
Compensation alignment for directors
- Cash-plus-time-based RSU mix (no options, no performance conditions) suggests conservative director pay structure; no meeting or chair fees disclosed; equity modest and standardized across non-employee directors .
Overall signal: Morgenfeld’s finance pedigree and committee leadership are positives for governance quality and investor confidence, with no disclosed conflicts or attendance issues; oversight structures mitigate the combined CEO/Chair risk contextually at URBN .