James P. Murphy
ZumiezAbout James P. Murphy
James P. Murphy, 72, has been an independent director of Zumiez since January 2021. He previously served as EVP, COO of Costco Wholesale’s International Division until November 2022, leading international expansion and operations since 2004; earlier roles included SVP–International, SVP–Europe, SVP–Northeast Region, and VP Operations–Northern California. He holds an MBA from the University of Portland and a BS in Business Administration from the University of Southern California. He is a continuing director with a term expiring in 2027; the board has determined he is independent under Nasdaq rules, and all directors (including Murphy) attended more than 75% of eligible board and committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Costco Wholesale | EVP, COO, International Division; responsible for international expansion/operations since 2004 | Until Nov 2022; prior roles from 1987 | Member of Costco’s executive committee |
| Costco Wholesale | SVP – International; SVP – Europe; SVP – Northeast Region; VP Operations – Northern California | Prior to 2004 (specific dates not disclosed) | International and regional leadership |
| Lucky Stores | Operational roles | Beginning in 1971 (prior to joining Costco in 1987) | Retail operations leadership |
External Roles
| Organization | Role | Type |
|---|---|---|
| College Success Foundation | Vice-Chair, Board | Non-profit |
Board Governance
- Committee assignments and roles:
- Compensation Committee: Member (served during fiscal 2024) .
- Independence status: Independent under Nasdaq listing rules (board’s affirmative determination) .
- Attendance: All directors attended more than 75% of board and committee meetings; board met 6x, governance & nominating 4x, audit 4x, compensation 2x in fiscal 2024 .
- Board leadership: CEO and Chair roles separated; Travis D. Smith is Lead Independent Director. Independent directors hold private executive sessions at each board meeting .
- Term: Continuing director with term expiring in 2027 .
Fixed Compensation
Program design (non-employee directors):
- Annual cash retainer: $70,000; Lead Independent Director additional $35,000; Chair fees: Audit $25,400, Compensation $19,000, Governance & Nominating $16,500. No meeting fees disclosed .
FY2024 director cash actually paid to Murphy:
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 70,000 |
Performance Compensation
Zumiez grants annual restricted stock to non-employee directors for equity alignment (not performance-conditioned). FY2024 grant details:
| Grant Date | Award Type | Shares | Grant-Date Fair Value ($) |
|---|---|---|---|
| June 5, 2024 | Restricted Stock | 4,655 | 90,000 |
Note: The proxy does not specify a director equity vesting schedule; it discloses annual restricted stock awards sized to an approximate dollar value .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Murphy in the proxy . |
| Compensation Committee interlocks | None; Zumiez discloses no compensation committee interlocks and no related-person relationships among committee members (Murphy served on the committee in FY2024) . |
Expertise & Qualifications
- Senior global retail operator: Led Costco’s international operations for nearly two decades, providing deep international and operational experience relevant to Zumiez’s global footprint .
- Governance and compensation oversight: Active service on Zumiez’s Compensation Committee in FY2024 .
- Independence and investor-aligned structure: Independent under Nasdaq rules with equity-based director compensation .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 20,967 |
| Ownership (% of outstanding) | 0.1% |
| Restricted shares included | 4,655 |
| Hedging/derivatives policy | Hedging and derivative transactions prohibited without prior written consent |
| Pledging policy | Pledging of company securities prohibited |
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Committee members (FY2024) | Scott A. Bailey (Chair), Steven P. Louden, James P. Murphy |
| Consultant | Meridian Compensation Partners engaged as independent consultant to the Compensation Committee in FY2024 |
| Committee scope | Sets executive compensation philosophy/strategy; reviews performance metrics; oversees incentive and equity plans; recommends director compensation policy |
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval: 96.6% of votes cast supported NEO compensation (June 2024 AGM) .
- FY2025 say-on-pay vote (June 4, 2025 AGM): For 14,005,751; Against 78,396; Abstain 159,268; Broker Non-Votes 553,878 .
Related Party Transactions & Conflicts
- Policy: Related-person transactions require Audit Committee review/approval; focus on independence and arm’s-length terms .
- Disclosures: No related-party transactions involving Murphy were disclosed; the proxy notes no charitable contributions to the Zumiez Foundation in fiscal 2024 (the Foundation is chaired by the Company’s Chair) .
- Insider trading controls: Window period trading; 10b5-1 plan usage guidance; hedging/pledging prohibited .
Director Compensation Summary (FY2024)
| Component | Murphy ($) |
|---|---|
| Cash retainer and fees | 70,000 |
| Equity (Restricted Stock) | 90,000 |
| Total | 160,000 |
Governance Assessment
- Positives
- Independent director with extensive international retail operating experience aligned to Zumiez’s global strategy .
- Member of Compensation Committee; committee engages an independent advisor (Meridian) and maintains a clear pay philosophy anchored in pay-at-risk and objective financial measures .
- Strong shareholder support for pay: 96.6% say-on-pay approval in 2024; 2025 AGM votes show broad support for proposals including say-on-pay (see results above) .
- Alignment via equity: Annual restricted stock grant and share ownership; anti-hedging and anti-pledging policies reduce misalignment risk .
- Attendance and engagement: Board/committee attendance >75% in FY2024 .
- Watch items / red flags
- Administrative: Late Form 4 filings for the annual director RS grant were reported for several directors, including Murphy; characterized as filing timeliness rather than substantive compliance issue .
- No other material conflicts, related-party exposures, or governance red flags were disclosed for Murphy .