Laura Sen
About Laura Sen
Laura Sen (age 68) is an independent director of NCR Voyix (VYX) serving since May 2022. She is an Audit Committee member, a Risk Committee member, and has been designated an “audit committee financial expert” under SEC rules, reflecting deep financial literacy and retail leadership experience from prior CEO and chairman roles at BJ’s Wholesale Club. The Board has affirmatively determined her independence under NYSE standards and the company’s Corporate Governance Guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club, Inc. | Non-Executive Chairman | Jan 2016 – Apr 2018 | Board leadership in retail governance |
| BJ’s Wholesale Club, Inc. | Chief Executive Officer | 2009 – 2016 | Led a growth company; significant operating oversight |
| BJ’s Wholesale Club, Inc. | Chief Operating Officer | 2008 – 2009 | Enterprise operations oversight |
| BJ’s Wholesale Club, Inc. | EVP Merchandising & Logistics | 2007 – 2008 | Supply chain and merchandising leadership |
| Sen Retail Consulting | Principal | 2003 – 2006 | Retail advisory in merchandising/logistics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burlington Stores, Inc. | Director | Current | Audit Committee member |
| Massachusetts Mutual Life Insurance Co. (private) | Director | Current | Board member |
| EMC Corporation | Director | Prior | Board service |
| rue21, inc. | Director | Prior | Board service |
| Abington Savings Bank | Director | Prior | Board service |
| Federal Reserve Bank of Boston | Director | Prior | Board service |
Board Governance
- Committees: Audit Committee (member) and Risk Committee (member). Current committee matrix confirms her assignments; Audit met 9x in 2024; Risk met 4x.
- Audit Committee financial expert: Board determined Sen is an “audit committee financial expert” under SEC regulations.
- Independence: Board determined all non-employee directors, including Sen, are independent under NYSE listing standards and company guidelines.
- Attendance: Board met 9 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting (virtual).
- Overboarding policy: Directors advised to notify CODG before joining new boards; review if more than three other public boards or if serving as an executive while on two or more boards; policy also addresses competitor-board service.
- Related-party oversight: CODG reviews and approves related person transactions per the company’s policy.
Fixed Compensation
| Component | Amount ($) | Basis | Notes |
|---|---|---|---|
| Board annual cash retainer | 80,000 | Program (unchanged for 2024–2025 Board Year) | Payable quarterly; may be taken in cash or deferred RSUs. |
| Audit Committee member fee | 15,000 | Annual | Member retainer per schedule. |
| Risk Committee member fee | 10,000 | Annual | Member retainer per schedule. |
| 2024 cash fees earned (actual) | 105,000 | Reported | Matches base + committee member fees. |
Performance Compensation
| Award Type | Grant Date | Grant Value ($) | Units (#) | Vesting | Deferral Option |
|---|---|---|---|---|---|
| Annual RSU grant | May 29, 2024 | 160,004 | 12,413 | Full vest one year after grant date, subject to continued service | Directors may elect to defer until service ends |
- Director equity grants are time-based (no performance metrics). Annual equity grants vest fully one year after grant date; directors may elect deferral.
Other Directorships & Interlocks
| Company | Sector Relationship to VYX | Role/Committee | Potential Interlock Consideration |
|---|---|---|---|
| Burlington Stores, Inc. | Retail customer vertical | Director; Audit Committee | Retail ecosystem overlap could create industry interlocks; CODG oversees related-party policies. |
| Massachusetts Mutual Life Insurance Co. | Financial services (private) | Director | Not a public-company overboarding count. |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; financially literate per NYSE standards.
- Retail leadership: Former CEO/Chairman of BJ’s; deep merchandising, logistics, and operations background.
- Governance: Service on multiple boards, current audit committee role at Burlington; independence affirmed.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Outstanding | Notes |
|---|---|---|---|
| Laura Sen | 29,653 | *Less than 1% | Includes 12,413 RSUs vesting within 60 days of 3/31/2025. |
| RSUs outstanding (as of 12/31/2024) | 12,413 | n/a | Director RSU inventory per program. |
- Director stock ownership guidelines: Non-employee directors expected to beneficially own shares equal to 5x annual retainer within five years; all current non-employee directors were in compliance or within the grace period as of the Record Date.
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers; margin loans using company securities as collateral are prohibited.
Governance Assessment
- Strengths: Independence affirmed, audit and risk committee service, and audit committee financial expert designation signal robust oversight capability; attendance thresholds met and annual meeting participation reported; director equity grants and 5x retainer ownership guideline align incentives with shareholders while prohibitions on hedging/pledging protect alignment.
- Compensation mix: 2024 total director comp comprised $105,000 cash fees and $160,004 in RSUs; equity is the majority of mix, supporting long-term alignment.
- Interlocks/conflicts: Current external roles include Burlington Stores (audit committee) and MassMutual (private). The CODG oversees related-person transactions; no specific related-party transactions are described involving Sen in the cited proxy sections.
- RED FLAGS: None indicated in cited disclosures—no hedging/pledging permitted; overboarding thresholds addressed by policy; attendance compliance noted.