Andrew Meslow
Vera BradleyAbout Andrew Meslow
Andrew Meslow, age 56, is an independent director of Vera Bradley, Inc. (VRA) since 2025. He is the retired CEO of L Brands and Bath & Body Works; previously COO of Bath & Body Works for eight years and earlier EVP/CFO after joining L Brands in 2003. He chairs Lutheran Social Services and is a trustee of Marburn Academy (non-profits in Ohio) . The Board has affirmatively determined he is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Bath & Body Works (L Brands) | Chief Executive Officer | Promoted Feb 2020 | Public company CEO experience; operational leadership |
| L Brands | Chief Executive Officer; L Brands Board Director | Became CEO and joined Board May 2020 | Elevated from brand CEO; board service at parent company |
| Bath & Body Works | Chief Operating Officer | 8 years (prior to Feb 2020) | Led finance, planning/allocation, store operations, direct channel |
| Bath & Body Works | EVP & Chief Financial Officer | Since 2005 (prior to COO) | Financial leadership after moving from Victoria’s Secret/corporate roles |
| L Brands (incl. Victoria’s Secret) | Various roles | Joined 2003 | Progression through corporate and brand roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lutheran Social Services (Ohio) | Board Chair | Current | Non-profit governance, community impact |
| Marburn Academy (Ohio) | Board of Trustees | Current | Non-profit governance in education |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance & Sustainability Committee member; not a committee chair. Audit Chair: Kristina Cashman; Talent & Compensation Chair: Carrie M. Tharp; Nominating/Governance Chair: Ian Bickley .
- Committee activity FY2025: Audit met 8 times; Talent & Compensation met 4 times; Nominating/Governance met 4 times .
- Attendance and engagement: Each director attended at least 75% of Board and applicable committee meetings in FY2025; Board held four executive sessions, and all directors attended the May 30, 2024 annual meeting .
- Independence: Board determined Meslow is independent under NASDAQ/SEC standards .
- Audit Committee report: Meslow signed the FY2025 Audit Committee Report recommending inclusion of audited financials in the Form 10-K; Deloitte’s independence reviewed and pre-approvals noted .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $49,500 | Standard director cash retainer |
| Board Chair retainer | $27,000 | Additional cash to Board Chair |
| Lead Independent Director retainer | $9,000 | Additional cash to Lead Independent Director |
| Audit Committee Chair | $13,500 | Annual chair fee |
| Audit Committee Member | $9,000 | Annual member fee |
| Talent & Compensation Chair | $9,000 | Annual chair fee |
| Talent & Compensation Member | $6,300 | Annual member fee |
| Nominating/Governance Chair | $7,875 | Annual chair fee |
| Nominating/Governance Member | $5,400 | Annual member fee |
| Fiscal 2025 Director Compensation (Meslow) | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Andrew Meslow | — | — | — |
Meslow joined late in fiscal 2025 and did not earn compensation until early fiscal 2026 .
Performance Compensation
| Equity Instrument | Grant Value (Approx.) | Vesting | Acceleration / Other Terms |
|---|---|---|---|
| Restricted Stock Units (RSUs) – non-employee directors | $85,000 per year | Vest and settle one-for-one on first anniversary of grant date | Immediate vesting upon death/disability or change in control |
- No options or performance-based equity for directors disclosed; RSUs are time-based and not tied to revenue, EBITDA, TSR or ESG metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Meslow |
| Current committee roles at other public companies | Not applicable (no other public boards) |
| Potential interlocks with VRA competitors/suppliers/customers | Not disclosed; no related party transactions involving Meslow noted in committee summaries; Audit Committee reviews fairness of related-party transactions |
Expertise & Qualifications
- Seasoned retail operator and public company CEO with deep experience in finance, operations, store management, and direct-to-consumer channels; strong operational excellence track record .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Andrew Meslow | 7,000 | * (<1%) | Percent based on 27,918,140 shares outstanding as of April 8, 2025 |
| Ownership Alignment | Policy/Status |
|---|---|
| Director stock ownership guideline | 4x annual cash retainer ($198,000 in FY2025) |
| Compliance status | All directors/officers subject to guidelines were in compliance as of April 8, 2025 |
| Hedging/derivatives | Prohibited by Insider Trading Policy |
| Pledging | Prohibited |
Governance Assessment
- Board effectiveness: Meslow adds seasoned specialty retail leadership and financial/operational oversight to Audit and Nominating/Governance committees; his Audit Committee participation and sign-off on the FY2025 audit indicates active engagement in financial oversight .
- Independence and alignment: Confirmed independent; complies with stock ownership guidelines and is subject to strict prohibitions on hedging/pledging—positive alignment signals for investors .
- Compensation structure: VRA’s director pay design emphasizes modest cash retainers and time-based RSUs (~$85k), with standard committee fees; Meslow did not receive FY2025 compensation due to late appointment, avoiding any pay anomalies in his first year .
- Attendance and engagement: Board and committee attendance at least 75% for all directors and four executive sessions indicate baseline engagement standards; Meslow served during a period with robust committee activity (Audit: 8 meetings) .
- Conflicts/related-party exposure: No Meslow-specific related-party transactions disclosed; Audit Committee chartered to review and pre-approve related-party dealings and auditor services, mitigating conflict risk .
RED FLAGS: None disclosed specific to Meslow. No pledging/hedging allowed; no other public board interlocks; late FY2025 appointment resulted in no FY2025 compensation, which is consistent with disclosed timing .