Wesley McDonald
URBAN OUTFITTERSAbout Wesley S. McDonald
Wesley S. McDonald (age 62) is an independent director of Urban Outfitters, Inc. (URBN) serving since 2019, with six years of board tenure as of the 2025 proxy. He retired in 2017 after serving as Chief Financial Officer of Kohl’s Corporation (2003–2017), and previously served as CFO and Vice President at Abercrombie & Fitch Co., with earlier roles at Target Corporation. He currently serves on the Board of Directors of Wingstop Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohl’s Corporation (KSS) | Chief Financial Officer | 2003–2017 | Public company CFO; senior executive leadership in consumer retail |
| Abercrombie & Fitch Co. (ANF) | Chief Financial Officer; Vice President | Not disclosed | Finance leadership at public consumer brand |
| Target Corporation (TGT) | Various positions of increasing responsibility | Not disclosed | Retail operations/finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wingstop Inc. | Director | Current (start date not disclosed) | Not disclosed in URBN proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation and Leadership Development Committee member; not on Nominating & Governance Committee .
- Independence: The URBN Board determined McDonald is independent under NASDAQ standards .
- Attendance and engagement: In FY25, the Board met 4 times; each director attended at least 75% of Board and committee meetings. The Audit Committee met 8 times; the Compensation Committee met 4 times; the Nominating Committee met 4 times .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions without management after most Board meetings .
- Lead Independent Director: Edward N. Antoian (serving since 2018) .
- Governance context: URBN has declassified the board, adopted majority voting, appointed a lead independent director, adopted proxy access, and holds annual say-on-pay votes .
| Committee | Role | FY25 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Compensation & Leadership Development | Member | 4 |
| Nominating & Governance | Not a member | 4 |
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Chair/Member Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| FY25 | 100,000 | Not disclosed | Not disclosed | 100,000 |
Policy detail: Non-employee directors are paid two cash installments of $50,000 each (August after the annual meeting and upon fiscal year completion) .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Grant Price ($/share) | Vesting/Status |
|---|---|---|---|---|---|
| Jun 5, 2024 | RSUs | 3,700 | 152,144 | 41.12 | Outstanding as of Jan 31, 2025 (director RSU vesting schedule not disclosed) |
Notes:
- FY25 RSU expense per director: $100,040 (2024 grant) + $52,051 (2023 grant) (aggregate RSU expense disclosure; individual vesting not detailed) .
- Options: McDonald held 0 outstanding stock options as of Jan 31, 2025 .
Other Directorships & Interlocks
| Company | Relationship to URBN | Interlock/Transaction | Notes |
|---|---|---|---|
| Wingstop Inc. | None disclosed | None disclosed | McDonald serves as a director; no URBN-related transactions disclosed |
URBN disclosed certain related-party relationships (e.g., Bombas via Director John C. Mulliken), and family relationships involving URBN executives, but none involve McDonald .
Expertise & Qualifications
- Audit committee financial expert under SEC Item 407(d)(5)(ii) (Reg S-K) .
- Former public company CFO with deep finance, accounting, and retail experience (Kohl’s; prior roles at Abercrombie & Fitch and Target) .
- Independent director per NASDAQ criteria .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | RSUs Outstanding | Options (Exercisable/Unexercisable) |
|---|---|---|---|---|
| Wesley S. McDonald | 11,550 | <1% | 3,700 | 0 / 0 |
Policy and alignment:
- Stock ownership guidelines (adopted FY22): Non-employee directors must hold the lesser of a specified number of shares or URBN equity valued at a multiple of annual cash compensation; compliance required within 5 years of becoming covered; post-window, at least 50% of net-after-tax shares from awards must be held until compliant .
- Hedging/short positions prohibited for directors and specified employees; insider trading policy in place .
Governance Assessment
- Strengths: Independent audit chair with CFO pedigree; designated audit committee financial expert; active committee cadence (Audit: 8 meetings in FY25) supporting oversight of financial reporting, internal controls, and related-party reviews . Independent status and regular executive sessions enhance objectivity .
- Compensation alignment: Director pay is modest and straightforward (cash retainer plus time-based RSUs; no options for McDonald), supporting long-term alignment without excessive risk-taking .
- Ownership alignment: McDonald beneficially owns 11,550 shares and holds outstanding RSUs; URBN enforces stock ownership guidelines and anti-hedging policies, which are alignment-positive .
- Conflicts/related-party exposure: No related-party transactions disclosed for McDonald; Section 16(a) filings were timely in FY25 (no delinquencies) .
- Contextual shareholder signals: URBN’s say-on-pay received ~99% approval at the 2024 annual meeting, indicating broad investor support for compensation governance; while not specific to McDonald, it reflects the Board’s compensation oversight environment .
RED FLAGS
- None disclosed relating to McDonald: no related-party transactions, no hedging/pledging disclosures adverse to alignment, no Section 16(a) delinquencies .