Eugenia Ulasewicz
About Eugenia Ulasewicz
Independent Class II director of Vince Holding Corp. since April 2014; age 71 as of June 5, 2025; standing for re‑election to a term ending in 2028 . Background includes President, Americas at Burberry Group plc and senior retail leadership at Bloomingdales, Galeries Lafayette, and Saks; NACD Leadership Fellow . Core credentials: global retail operating expertise, connected commerce, and multi‑board non‑executive experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burberry Group plc | President, Americas | Prior to retirement (dates not disclosed) | Led U.S., Canada, Central & South America operations |
| Bloomingdales; Galeries Lafayette; Saks, Inc. | Senior leadership positions | Not disclosed | Progressive retail leadership roles |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Signet Jewelers Limited | Non‑Executive Director | Current | Not disclosed |
| Avolta (formerly Dufry AG) | Non‑Executive Director | Current | Not disclosed |
| ASOS plc | Non‑Executive Director | Prior | Not disclosed |
| Bunzl plc | Non‑Executive Director | Prior | Not disclosed |
| Hudson Group | Non‑Executive Director | Prior | Not disclosed |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Determined “independent” under NYSE and Exchange Act Rule 10A‑3; audit committee independence maintained despite controlled company status .
- Attendance: Each director attended at least 75% of Board and committee meetings in fiscal 2024; Board held 4 regular and 13 special meetings; Audit 4, Compensation 3, Nominating 3 .
- Board structure: Classified board; independent Chairman (Michael Mardy) and separate CEO; Audit Committee chaired by Mardy (audit committee financial expert) .
- Controlled company: P180 controls a majority; exemptions apply to some independence requirements, but Audit Committee remains fully independent .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Director Cash Retainer | $50,000 | Policy level for non‑employee directors |
| Committee Chair Retainer (Compensation Committee) | $10,000 | Policy level |
| Fees Earned (Cash) – Ulasewicz | $60,000 | Fiscal 2024 actual; includes committee chair retainer |
| Reimbursements (All Other Comp) – Ulasewicz | $676 | Fiscal 2024 |
| Total Director Compensation – Ulasewicz | $135,676 | Fiscal 2024 |
Performance Compensation
| Metric/Grant | Value/Amount | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Grant Policy | $75,000 | Annual | 3‑year, time‑based | Settled in common stock |
| RSUs Granted to Ulasewicz | 45,455 | June 5, 2024 | 3‑year, time‑based | Fair value accounted under ASC 718; annual grant for Board service |
| RSUs Vesting within 60 days of Apr 21, 2025 (near‑term vesting) | 23,266 | — | Within 60 days | Included in beneficial ownership footnote |
No performance conditions are disclosed for director equity; awards are time‑based RSUs (no EBITDA/TSR metrics for directors). Executive short‑term incentive plan used EBITDA with internal adjustments in fiscal 2024; the Compensation Committee chaired by Ulasewicz oversaw these plans .
Other Directorships & Interlocks
- Current public company boards: Signet Jewelers Limited; Avolta (Dufry) .
- Prior public boards: ASOS plc; Bunzl plc; Hudson Group .
- Interlocks/potential conflicts: No related‑party transactions involving Ulasewicz disclosed; related‑party review is overseen by the Nominating & Corporate Governance Committee, of which she is not a member in 2025 .
Expertise & Qualifications
- Global retail operations and brand leadership (Burberry Americas) .
- Connected commerce and multi‑channel retail experience .
- NACD Leadership Fellow credential .
- Multi‑board non‑executive experience across U.S. and international issuers .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Held (as of FYE 2024) | Near‑term Vesting RSUs (≤60 days) |
|---|---|---|---|---|
| Eugenia Ulasewicz | 67,541 | Less than 1% | 58,560 | 23,266 |
- Anti‑hedging/pledging: Directors and executives prohibited from hedging and pledging company securities (alignment safeguard) .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post‑Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2024‑06‑07 | 2024‑06‑05 | Award (A) | 45,455 | 102,835 | https://www.sec.gov/Archives/edgar/data/1579157/000095017024070719/0000950170-24-070719-index.htm |
| 2023‑06‑12 | 2023‑06‑07 | Award (A) | 14,970 | 57,380 | https://www.sec.gov/Archives/edgar/data/1579157/000120919123036436/0001209191-23-036436-index.htm |
[Insider trades sourced via insider-trades skill; see SEC URLs above.]
Governance Assessment
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Strengths
- Independent director with deep retail operating expertise and multi‑board governance experience; chairs the Compensation Committee and sits on the Audit Committee, reinforcing oversight of pay and financial reporting .
- Alignment via annual RSU grants; meaningful beneficial ownership and scheduled vesting; anti‑hedging/pledging policy enhances alignment .
- Attendance standard met; Board and key committees were active through fiscal 2024 .
-
Risks/Watch‑items
- Controlled company status reduces some independence requirements; vigilance needed to ensure robust compensation oversight despite exemptions; note that her Compensation Committee is nevertheless composed of independent directors .
- No disclosed performance conditions for director equity (time‑based RSUs); monitor for pay‑for‑performance linkage primarily via executive plans overseen by her committee (EBITDA metric used for 2024) .
-
Conflicts/Related‑party
- No Ulasewicz‑specific related‑party transactions disclosed; related party approvals are handled by the Nominating & Corporate Governance Committee (not her committee) .
-
Signals for investor confidence
- Continuation as Compensation Committee chair and Audit Committee member indicates trusted governance role during transition to P180 control; director compensation mix balanced between cash ($60k) and equity ($75k) .