Guy M. Harkless

About Guy M. Harkless

Independent non-employee director of Zumiez, appointed July 2023; age 56. Former President & CEO of Blink Fitness (Oct 2023–Feb 2025) where he led a court-supervised restructuring and sale of assets under Chapter 11, and a seasoned athletic/lifestyle retail executive with Foot Locker (Champs Sports GM North America; head of Foot Locker Canada; global head of corporate strategy), Puma (Benelux GM), Nike, and co-founder of AND 1 Basketball. B.A. in Political Science, magna cum laude, Howard University. The board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Classification and term: Zumiez has a classified board; Harkless is a nominee for a three-year term ending in 2028 in the 2025 election cycle .
• Independence: All directors except the CEO (Richard M. Brooks) and Chairman (Thomas D. Campion) are independent; committees are composed entirely of independent directors, and independent directors hold executive sessions each meeting .
• Leadership: Travis D. Smith serves as Lead Independent Director . Cash retainers indicate chair roles: Louden (additional $25,400) consistent with Audit Chair; Bailey ($19,000) consistent with Compensation Chair; Gil Valletta ($16,500) consistent with Governance & Nominating Chair; Harkless received only the base retainer (no chair fee) .
• Attendance and engagement: In fiscal 2024 the board met 6 times; Audit 4; Governance & Nominating 4; Compensation 2. All directors attended more than 75% of eligible meetings; directors are expected to attend the annual meeting .
• Committee composition signals: Compensation Committee members for fiscal 2024 were Bailey (Chair), Louden, and Murphy; no Harkless listing there . Louden is designated the Audit Committee financial expert .

Fixed Compensation

Mix and implications:

• Cash vs equity: Approximately 44% cash ($70k) and 56% equity ($90k) of total $160k, aligning director incentives with shareholders via stock .
• Reimbursements: Directors are reimbursed for reasonable meeting expenses; they may elect to use retainer for excess travel expense reimbursement .

Performance Compensation

• Directors at Zumiez do not receive performance-conditioned annual bonuses; equity grants are time-based restricted stock for board alignment (no director options disclosed) .
• Short-term and performance plans described in the proxy apply to NEOs, not directors; no director-specific performance metrics disclosed .

Other Directorships & Interlocks

• Public company boards: None disclosed for Harkless in the proxy .
• Private boards: Blink Fitness and AND 1 Basketball (prior) .
• Interlocks/conflicts: No related-party transactions involving Harkless disclosed; the company’s Related Person Transactions policy governs review/approval (>$10,000) and prohibits conflicted audit committee participation .

Expertise & Qualifications

• Board skill matrix indicates Harkless contributes across executive leadership; e-commerce/omnichannel/technology; global/international; governance; consumer/digital insights; organizational development; platform services/concepts; innovation in consumer; retail industry; brand; lifestyle retail; fashion—self-assessed at or above threshold for these categories .
• The board cites his multi-segment specialty retail, international operations, market development, and youth/lifestyle consumer strategy experience as qualifications .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep specialty retail and brand leadership across North America and international markets; adds consumer strategy and scaling expertise relevant to Zumiez’s core youth lifestyle positioning .
  • Pay structure emphasizes equity alignment (56% of $160k in FY2024), consistent with shareholder interests; prohibited hedging/pledging policies reinforce alignment .
  • Board processes show strong governance: independent committees, regular executive sessions, and high attendance; clearly defined risk oversight roles .

• Watch items / RED FLAGS

  • Procedural: Late Section 16 Form 4 for annual director stock grant (administrative timeliness issue) .
  • Restructuring exposure: Recent leadership of Blink Fitness during Chapter 11 and asset sale—can be viewed as turnaround/restructuring experience, but may attract reputational scrutiny; no Zumiez-related conflicts disclosed .

• Committee roles and effectiveness

  • No chair role or lead designation for Harkless inferred from fees; Compensation Committee members were Bailey (Chair), Louden, Murphy (fiscal 2024)—indicates Harkless is not on that committee; Audit Chair likely Louden; Governance Chair likely Gil Valletta, based on chair fee amounts .
  • All committees comprised of independent directors; Audit has an SEC-defined financial expert (Louden) .

• Shareholder sentiment context

  • Say-on-pay approval 96.6% in June 2024 suggests broad shareholder support for compensation governance framework at the company level .

Overall: Harkless brings relevant operating and brand-building expertise, with equity-aligned director compensation and no disclosed conflicts at Zumiez. Monitor for consistent Section 16 timeliness going forward and be prepared to discuss Blink Fitness restructuring as turnaround experience rather than a negative signal .