Carmen R. Bauza
ZumiezAbout Carmen R. Bauza
Independent director of Zumiez Inc. since May 2022; age 63. Retail merchandising executive with prior C‑suite roles at Fanatics and HSN and senior merchandising leadership at Walmart. Education: BS in Fashion Merchandising and Business from Seton Hill University. Serves on Zumiez’s Audit Committee; affirmatively determined independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fanatics, Inc. | Chief Merchandising Officer | Jan 2019 – Apr 2021 | Led merchandising strategy at global sports-focused ecommerce platform |
| HSN | Chief Merchandising Officer | Nov 2016 – Dec 2017 | Drove merchandising in TV/digital retail context |
| Walmart | SVP, GM – Consumables, Health & Wellness | Jun 2007 – Oct 2016 | Managed major P&L in consumables/health; large-scale retail operations |
| Bath & Body Works | Merchandising/retail roles | Not disclosed | Prior retail experience |
| Five Below | Merchandising/retail roles | Not disclosed | Prior retail experience |
| The Walt Disney Company | Merchandising/strategy roles | Not disclosed | Prior consumer/brand experience |
External Roles
| Organization | Public/Private | Role | Committees |
|---|---|---|---|
| Destination XL Group, Inc. | Public | Director | Nominating & Corporate Governance; Cybersecurity & Data Privacy |
| OneWater Marine | Public | Director | Audit; Compensation |
| Claire’s Holdings LLC | Private | Board of Managers | Nominating & ESG |
| Seton Hill University | Non-profit | Board of Trustees | Trustee |
| RoundTable Healthcare Partners | Private equity | Advisor | Advisor |
| Walmart de Mexico (prior) | Public | Director | Not disclosed |
| National Association of Chain Drug Stores (prior) | Industry association | Director | Not disclosed |
| Network of Executive Women (prior) | Non-profit | Director | Not disclosed |
| Literacy Council of Benton County (prior) | Non-profit | Director | Not disclosed |
Board Governance
- Independence: Board determined all directors except Chairman Campion and CEO Brooks are independent; Bauza is independent .
- Committee assignments (Zumiez): Audit Committee member; 2025 Audit Committee comprised of Steven P. Louden (Chair), Travis D. Smith, and Carmen R. Bauza . She is not on the Compensation Committee (members: Scott A. Bailey, Steven P. Louden, James P. Murphy) .
- Lead Independent Director: Travis D. Smith; independent directors hold executive sessions at each board meeting .
- Attendance: FY2024 board met 6 times; Audit 4; Governance & Nominating 4; Compensation 2; all directors attended >75% of eligible meetings .
- External board service limits: Policy caps ≤4 public boards; audit committee members ≤3 audit committees (≤4 if retired CPA/CFO/etc.). Bauza’s current public boards (Zumiez, DXL, OneWater) and audit memberships (Zumiez, OneWater) are within limits .
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $70,000 |
| Committee chair fees | N/A (not a chair) |
| Total cash fees | $70,000 |
- Director cash/equity framework: base $70,000; chair adders are $25,400 (Audit), $19,000 (Compensation), $16,500 (Governance), and $35,000 for Lead Independent Director—none apply to Bauza .
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value (USD) | Notes |
|---|---|---|---|---|
| Annual restricted stock | Jun 5, 2024 | 4,655 | $90,000 | Standard annual director grant; awarded to each current non‑employee director on meeting day |
- Structure: Director equity is restricted stock (time-based). No performance metrics disclosed for director equity; awards are granted annually to align interests with shareholders .
Other Directorships & Interlocks
- Public company boards: DXL (men’s apparel; governance/cyber committees), OneWater Marine (marine retail; audit/comp committees) .
- Potential conflicts: No related-party transactions disclosed involving Bauza; Zumiez’s related-person policy and FY2024 disclosure note only past contributions to the Zumiez Foundation (none in FY2024) with Chairman Campion as Foundation chair .
- Time commitments: Within Zumiez’s board service and audit committee limits .
Expertise & Qualifications
- Core skills (self-assessment matrix): Governance, Retail Industry, Brand Experience, Ecommerce/Omnichannel, Global/International, Consumer/Digital Insights, Organizational Development, Innovation within Consumer World; Finance/Accounting/IR capability noted in matrix .
- Biography highlights: Deep merchandising leadership across mass retail and digital commerce (Walmart, HSN, Fanatics), plus current oversight on public company audit and cyber committees .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Restricted Shares | % of Outstanding |
|---|---|---|---|
| Carmen R. Bauza | 10,255 | 4,655 | 0.1% |
- Hedging/pledging: Company policy prohibits pledging and hedging without prior written consent; insider trading windows and restrictions apply to directors .
- Section 16 compliance: Note of late Form 4 filings for annual restricted stock grants for several directors including Bauza in FY2024 .
Governance Assessment
- Strengths: Independent director with active Audit Committee role; >75% attendance; significant retail and ecommerce expertise; director compensation skewed toward equity (approx. 56% equity, 44% cash in FY2024: $90k vs $70k) enhancing alignment .
- Alignment: Beneficial ownership and annual restricted stock grants, plus anti‑hedging/anti‑pledging policy support skin‑in‑the‑game and alignment .
- Shareholder signals: Strong 96.6% say‑on‑pay support for executive compensation program in 2024 reflects broader governance stability (company-level metric) .
- Watch items: Minor compliance note regarding late Form 4 filing for annual grant; monitor cumulative time commitments across public boards and dual audit committee memberships (currently within policy limits) .
No red flags disclosed regarding related-party transactions, hedging/pledging, legal proceedings, or conflicts tied to Bauza.