Liliana Gil Valletta
ZumiezAbout Liliana Gil Valletta
Independent director of Zumiez Inc. since July 2019; age 48. Co‑founder and CEO of Culture+ Group’s companies Cien+ (since 2010) and Culturintel (since 2018), bringing expertise in AI‑powered market research, consumer insights, and multicultural marketing. Education: MBA (University of Colorado–Colorado Springs), Executive Program in Global Leadership & Public Policy (Harvard Kennedy School), BA in Business Administration (Southwestern Adventist University). Independence affirmed by the board; only the Chair and CEO are non‑independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Various marketing and supply chain roles; Global Marketing Services Director (oversaw global strategy and agency contracting for U.S. and EMEA) | Not disclosed | Led global marketing services; relevant to omnichannel and consumer insights . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Culture+ Group (Cien+; Culturintel) | Co‑founder & CEO (Cien+ since 2010; Culturintel since 2018) | 2010–present (Cien+); 2018–present (Culturintel) | Expanded globally under Culture+ Group in 2023; focus on big‑data analytics and marketing solutions . |
| AUA Private Equity Partners | Operating Executive Board Member | Current | Private equity firm focused on U.S. Hispanic growth markets . |
| RCN TV | Board of Directors | Current | Global studios and TV network based in Colombia and Latin America . |
| Friends of the National Museum of the American Latino | Chair of the Board | Current | Non‑profit leadership role . |
Board Governance
- Committee assignments: Chair, Governance & Nominating Committee (cash retainer $70,000 + governance chair fee $16,500 = $86,500 cash implies chair role) .
- Other committees: Audit chaired by Steven P. Louden; Compensation chaired by Scott A. Bailey (based on chair fee differentials); lead independent director is Travis D. Smith; independent directors meet in executive session at each board meeting .
- Independence: Board determined all directors except Chair Campion and CEO Brooks are independent (includes Gil Valletta) .
- Attendance: Board met 6x; Governance & Nominating met 4x; Audit 4x; Compensation 2x in fiscal 2024; all directors attended >75% of eligible meetings .
- Tenure: Appointed July 2019; current term expires in 2026 .
- Board structure: Classified board; 3 classes; majority independent; executive sessions at each board meeting .
Fixed Compensation
| Component | Amount (FY2024) |
|---|---|
| Annual cash retainer | $70,000 |
| Governance & Nominating Committee Chair fee | $16,500 |
| Total cash fees (FY2024) | $86,500 |
Notes:
- Committee chair fees: Audit $25,400; Compensation $19,000; Governance $16,500; lead independent director premium $35,000 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| Restricted Stock (Director annual grant) | June 5, 2024 | 4,655 shares | $90,000 |
Performance metrics for director equity: None disclosed; non‑employee director equity is in the form of restricted stock awards (time-based), with no performance criteria stated in the proxy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current U.S. public company boards | None disclosed in biography/board section for the last five years . |
| Other boards | RCN TV (private/international); AUA Private Equity Partners (operating executive board); Chair of Friends of the National Museum of the American Latino . |
| Compensation committee interlocks | Compensation Committee members were Bailey (Chair), Louden, Murphy; no interlocks disclosed; Gil Valletta not listed as a member . |
Expertise & Qualifications
- AI‑powered market research, big‑data analytics, and culturally grounded consumer insights; experience advising Fortune 100 C‑suites on growth from shifting demographics .
- International business operations and governance perspective; retail, brand, innovation, and omnichannel exposure per board skills matrix .
Equity Ownership
| Holder | Total Beneficial Ownership | Of which Restricted | % of Shares Outstanding | Pledged/Hedged |
|---|---|---|---|---|
| Liliana Gil Valletta | 10,255 shares | 4,655 shares | 0.1% | Company policy prohibits pledging and hedging by directors; no pledges disclosed . |
Governance Assessment
Strengths
- Independence and governance leadership: Serves as Chair of the Governance & Nominating Committee, overseeing board composition, evaluations, and director compensation policy recommendations—key for board effectiveness .
- Shareholder alignment: Roughly even cash/equity mix in director pay (cash $86.5k; equity $90k), plus ownership of 10,255 shares, supports skin‑in‑the‑game; hedging/pledging prohibited for directors .
- Attendance and engagement: Board and committees met regularly in FY2024; all directors exceeded 75% attendance; independent director executive sessions at each board meeting enhance oversight .
- Broader governance signals: Strong 2024 say‑on‑pay support (96.6%), and use of an independent compensation consultant (Meridian) bolster investor confidence in pay governance .
Risks/Watch‑items
- Section 16 compliance: Company disclosed a late Form 4 for the annual restricted stock grant for multiple directors including Gil Valletta; typically a minor administrative issue but worth monitoring for repeat occurrences (RED FLAG) .
- External commitments: Active CEO of Culture+ Group and multiple outside boards; company policy caps external public company boards and requires notice to Governance Chair/CEO; no breaches disclosed but time‑commitment remains an execution risk to monitor .
Conflicts and Related‑Party Exposure
- No related‑person transactions involving Ms. Gil Valletta were disclosed; the company maintains an audit‑committee–driven related‑party transaction approval policy .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approved with 96.6% support in 2024; board maintains annual say‑on‑pay cadence per the 2023 frequency vote—positive governance indicator .
Clawback/Hedging/Pledging Framework
- Executive clawback policy adopted Nov. 28, 2023; directors are subject to insider trading windows, anti‑hedging, and anti‑pledging policies, reinforcing alignment and reducing risk .
Executive Sessions & Lead Independent Director
- Lead independent director (Travis D. Smith) empowered to call and lead independent sessions at each board meeting and coordinate agendas with the Chair/CEO—supports independent oversight .