Steven P. Louden
ZumiezAbout Steven P. Louden
Steven P. Louden is an independent director of Zumiez and currently serves as Audit Committee Chair and the Board’s designated “audit committee financial expert.” He is age 53, holds a B.A. in Economics and Mathematics from Claremont McKenna College and an M.B.A. from Harvard Business School, and his current board term expires in 2027. Louden was CFO of Roku, Inc. from June 2015 to May 2023 and previously held senior finance roles at Expedia, Washington Mutual, McKinsey & Company, and The Walt Disney Company, beginning his career as a financial analyst at Merrill Lynch.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roku, Inc. | Chief Financial Officer | Jun 2015 – May 2023 | Brought public-company CFO experience in technology/media streaming, strengthening audit oversight and financial expertise at Zumiez. |
| Expedia, Inc. | VP, Corporate Finance; Treasurer | May 2009 – Jun 2015 | Deepened capital markets, treasury, and corporate finance expertise relevant to Audit Committee leadership. |
| Washington Mutual, Inc. | Finance/Strategy roles | Not stated (prior to 2009) | Financial planning/strategy background supports risk and reporting oversight. |
| McKinsey & Company | Finance/strategy role | Not stated | Strategic advisory experience applicable to board oversight. |
| The Walt Disney Company | Finance/strategy role | Not stated | Large-cap entertainment operating experience complements consumer/brand lens. |
| Merrill Lynch & Co., Inc. | Financial Analyst | Career start | Foundational capital markets training. |
External Roles
- No other public-company directorships were disclosed for Louden in the past five years; the proxy presents such directorships where applicable and none are listed for him.
Board Governance
- Independence: The board determined all directors are independent except the Chairman (Thomas D. Campion) and CEO (Richard M. Brooks); Louden is independent.
- Leadership and roles: Louden is Audit Committee Chair and the board’s “audit committee financial expert.” Audit Committee members: Steven P. Louden (Chair), Travis D. Smith, and Carmen R. Bauza. Louden also served on the Compensation Committee in fiscal 2024 (with Scott A. Bailey and James P. Murphy).
- Attendance: In fiscal 2024, the board met 6 times; Audit 4; Governance & Nominating 4; Compensation 2; all directors attended more than 75% of eligible meetings.
- Board structure: Classified board; directors are divided into three classes with multi-year terms; the company cites continuity and long-term focus for this structure.
- Lead Independent Director: Travis D. Smith, who presides over executive sessions of independent directors and sets their agendas.
- All committees are composed of independent directors under Nasdaq rules.
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $70,000 |
| Audit Committee Chair fee | $25,400 |
| Total cash paid (FY2024) | $95,400 (Louden) |
| Director stock award (grant-date fair value) | $90,000 (RS) |
| Total director compensation (FY2024) | $185,400 (Louden) |
Notes:
- Standard non-employee director retainer: $70,000; additional chair retainers include Audit $25,400, Compensation $19,000, Governance $16,500; Lead Independent Director receives an additional $35,000.
- On June 5, 2024, each current non-employee director received 4,655 restricted shares as part of the annual equity grant, valued at $90,000.
Performance Compensation (Director)
- Directors receive time-based restricted stock (not performance-based); for FY2024 the annual equity grant was 4,655 RS shares to each non-employee director on June 5, 2024 (grant-date fair value $90,000).
- As of March 26, 2025, Louden held 4,655 restricted shares within his total beneficial holdings.
Other Directorships & Interlocks
- Other public-company boards: None disclosed for Louden over the last five years.
- Compensation Committee interlocks: None; the company reports no interlocks or insider participation among Compensation Committee members in fiscal 2024.
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) with public-company CFO tenure (Roku), treasury/finance leadership (Expedia), and strategic roles at scale; the board’s skills matrix identifies Louden’s finance/accounting/IR, governance, and e-commerce/technology competencies.
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (as of 3/26/2025) | 18,071 shares; 0.1% of outstanding shares |
| Restricted/unvested shares | 4,655 restricted shares (from 6/5/2024 grant) |
| Options | No director stock options disclosed for Louden; beneficial ownership line item reflects only common shares (including restricted). |
| Shares outstanding reference | 19,567,343 shares outstanding as of the 3/26/2025 record date. |
Policy safeguards:
- Anti-hedging and anti-pledging: Directors are prohibited from pledging company stock or engaging in hedging/derivatives without prior written consent; insider trading policy imposes trading windows and prohibits trades while aware of MNPI.
Insider filings:
- The company reported late Form 4 filings for the annual restricted stock grants for several directors, including Louden.
Governance Assessment
Strengths
- Financial oversight: Audit Chair with SEC-designated financial expert status and recent public-company CFO experience enhances audit rigor, internal control oversight, and financial reporting credibility.
- Independence and committee composition: All standing committees are independent; Louden’s presence on Audit (Chair) and Compensation supports checks and balances.
- Attendance and engagement: Board and committees met regularly in FY2024; all directors exceeded the 75% attendance threshold.
- Alignment and safeguards: Time-based equity for directors, anti-hedging/anti-pledging policy, and independent executive-compensation consultant (Meridian) underpin governance discipline.
Watch items / potential red flags
- Classified board: Staggered terms can reduce annual accountability; however, the company argues continuity and orderly succession benefits.
- Administrative timeliness: Late Form 4 for the annual director grant (including Louden) is a process/timeliness blemish, though common and typically non-substantive.
Shareholder sentiment indicator
- Say-on-Pay support of 96.6% in 2024 indicates strong investor approval of compensation practices overseen in part by Louden as a Compensation Committee member.
Additional Context Relevant to Compensation Oversight
- Compensation consultant: Meridian Compensation Partners advised on market practices, peer benchmarking, and strategy in FY2024.
- Peer group used for benchmarking: Abercrombie & Fitch, American Eagle Outfitters, Buckle, Cato, Citi Trends, Duluth, Five Below, Genesco, Hibbett Sports, Lands’ End, Sportsman’s Warehouse, Tilly’s, Urban Outfitters, Vera Bradley.
- No Compensation Committee interlocks or insider participation were reported.
Related-Party and Conflicts Screening
- The proxy’s “Certain Relationships and Related Transactions” section does not disclose any related-person transactions involving Louden; related-transaction policy places approval/oversight with the Audit Committee.
Insider Trades (Director Equity Grants)
| Date | Instrument | Quantity | Notes |
|---|---|---|---|
| Jun 5, 2024 | Restricted Stock | 4,655 shares | Annual director grant; $90,000 grant-date fair value; subsequent Form 4 for annual grant was reported as late. |
Summary Implications for Investors
- Louden’s appointment as Audit Chair and designation as financial expert, coupled with a technology/media CFO background, are positives for financial stewardship and risk oversight.
- His director compensation is modest and balanced between cash and time-based equity, with chair fees appropriately reflecting responsibilities; equity holdings are meaningful for a non-employee director but remain small as a percentage of shares outstanding.
- No related-party concerns involving Louden were disclosed; anti-hedging/pledging policies and independent committees mitigate alignment risks.