Thomas D. Campion
ZumiezAbout Thomas D. Campion
Thomas D. Campion, age 76, is Zumiez’s co-founder and non-independent Chairman of the Board; he has served on the board since inception in 1978 and as Chairman since June 2000 . He holds a B.A. in Political Science from Seattle University and previously held management positions at J.C. Penney (1970–1978) . He is not independent under Nasdaq rules (employee Chairman), with Travis D. Smith serving as Lead Independent Director to counterbalance the leadership structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zumiez Inc. | Co-founder; Chairman of the Board | Board since 1978; Chairman since June 2000 | Generational leadership; sales/marketing/merchandising/brand building; one of largest shareholders aligning interests |
| J.C. Penney Company | Various management positions | Nov 1970–Aug 1978 | Retail execution experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Campion Foundation | Trustee | Focus on ecosystem preservation and homelessness in PNW |
| Campion Advocacy Fund (501(c)(4)) | Trustee | Advocacy to end homelessness and protect wilderness |
| Zumiez Foundation | Chairman | Company made no charitable contributions to the Zumiez Foundation in fiscal 2024; prior years had contributions |
Board Governance
- Independence: Not independent (employee Chairman); independent directors meet in executive session at each board meeting, with a Lead Independent Director (Travis D. Smith) empowered to set agendas, call meetings, and brief the Chairman/CEO on executive-session topics .
- Committees: All committees comprise independent directors; Campion, as non-independent, is not listed as a committee member .
- Attendance: In fiscal 2024, the board met 6 times; all directors attended more than 75% of eligible board and committee meetings; annual meeting attendance expected absent unusual circumstances .
- Structure: Classified board with three-year staggered terms (continuity, long-term perspective) ; no term limits, with performance-focused annual self-assessments instead .
- Risk oversight: Board and committees actively oversee operational, financial, legal/regulatory, strategic, cybersecurity and social-responsibility risks; audit committee receives quarterly cybersecurity reports .
Fixed Compensation
| Component | Fiscal 2024 Amount ($) | Fiscal 2023 Amount ($) | Notes |
|---|---|---|---|
| Base Salary | 335,000 | 335,033 | Chairman set at competitive 40th percentile philosophy |
| All Other Compensation | 3,658 | 3,523 | 401(k) match and company-paid life insurance |
Notes:
- No director cash retainer applies to Campion; the director compensation table covers non-employee directors only .
- No stock or option awards have been granted to the Chairman since before the IPO; committee views his existing ownership as sufficient alignment .
Performance Compensation
| Metric | Policy/Structure | Thresholds/Weights | Fiscal 2024 Outcome |
|---|---|---|---|
| Short-Term Cash-Based Incentive | Pay-at-risk tied to net sales, product margin, operating profit; payout scaled by threshold achievement; clawback policy applies | Campion threshold % of base: 33%, 65%, 98%, 114%, 130% across thresholds 1–5 ; Objective weights: NA Net Sales 24%, Other Intl Net Sales 6%, NA Product Margin 16%, Other Intl Product Margin 4%, Consolidated Operating Profit 50% | Exceeded Level 1 for North America net sales and North America operating profit; did not achieve other measures; Campion paid $32,140 in fiscal 2024 |
| Prior-year short-term incentive payouts | No payouts for last two fiscal years prior to 2024 (NEOs as a group) | — | FY2022: $0; FY2023: $0 |
Detailed Fiscal 2024 targets (company-level) used in plan calibration included net sales growth targets (NA: 3.3%–36.9%; Other Intl: 9.5%–25.0%), product margin improvement targets (NA: +0.6%–+1.4%; Other Intl: +2.2%–+4.3%), and operating profit dollar improvement targets (Global: $69.7mm–$165.9mm) .
Other Directorships & Interlocks
| Company | Role | Committee Positions |
|---|---|---|
| None disclosed (public company boards) | — | — |
- Compensation committee interlocks: Compensation committee members (Bailey, Louden, Murphy) were independent; no interlocks requiring related-person disclosure .
Expertise & Qualifications
- Skill profile: Executive leadership, governance, retail industry, brand experience, innovation within consumer world, global/international, consumer/digital insights—all marked for Campion in the board’s skills matrix .
- Qualifications cited by the board include deep retail knowledge, co-founder perspective, merchandising/brand building, and alignment via large shareholding .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent Outstanding | Notes |
|---|---|---|---|
| Thomas D. Campion | 1,012,462 | 5.2% | Includes shares held by grantor retained annuity trusts for which he is trustee ; record date shares outstanding: 19,567,343 |
| Anti-hedging/pledging policy | — | — | Hedging and derivative transactions prohibited without written consent; pledging/margin accounts prohibited under insider trading policy |
- Vested/unvested breakdown: No current RSU/PSU/option awards; Chairman has not received equity grants since before IPO .
- Insider filings: Late Form 4 reports in fiscal 2024 were filed for several directors, but Campion is not listed among late filers .
Governance Assessment
- Board effectiveness: Campion provides long-tenured strategic and cultural leadership as co-founder–Chairman; independence is actively counterbalanced via a Lead Independent Director with explicit responsibilities and fully independent committees .
- Alignment: Significant beneficial ownership (5.2%) supports shareholder alignment; no equity grants in recent years reduces dilution risk .
- Pay-for-performance: Chairman’s compensation is modest and largely fixed, with at-risk short-term incentive tied to core financial drivers and subject to clawback; FY2024 payout was limited given mixed metric attainment .
- Related-party controls: He chairs the Zumiez Foundation; company made no contributions to the Foundation in fiscal 2024; related-person transactions are overseen under formal audit committee policy .
Red flags and mitigants:
- RED FLAG: Not independent Chairman; mitigant via strong Lead Independent Director structure and independent-only committees .
- RED FLAG: Classified board and no term limits (potential entrenchment); mitigants include annual self-assessments, diversity/skills-focused recruitment priorities .
- Potential conflict: Leadership of Zumiez Foundation; no fiscal 2024 company contributions, and related-party transactions governed by audit committee policy .
- Shareholder sentiment: Strong say-on-pay support (96.6% approval in 2024) underpins investor confidence in compensation governance .
Compensation Committee Analysis
- Consultant: Meridian Compensation Partners engaged as independent advisor in fiscal 2024; benchmarking against a peer set (e.g., ANF, AEO, Buckle, Cato, Citi Trends, Duluth, Five Below, Genesco, Hibbett, Lands’ End, Sportsman’s Warehouse, Tilly’s, Urban Outfitters, Vera Bradley) .
- Philosophy/targets: Base salary ~40th percentile; total cash ~50th percentile; long-term equity ~50th percentile; Chairman and CEO excluded from new equity grants due to substantial existing ownership .
Related Policies and Protections
- Clawback: Policy adopted Nov 28, 2023; three-year lookback on erroneously awarded incentive compensation following a restatement .
- Insider trading: Window periods; restrictions on hedging/derivatives; anti-pledging; Rule 10b5-1 plan procedures referenced in Form 10-K exhibits .
Appendix: Short-Term Incentive Calibration (FY2024)
| Performance Metric | Threshold 1 | Threshold 2 (Target) | Threshold 3 | Threshold 4 | Threshold 5 |
|---|---|---|---|---|---|
| NA Net Sales Growth | 3.3% | 6.0% | 22.3% | 29.1% | 36.9% |
| Other Intl Net Sales Growth | 9.5% | 13.0% | 18.6% | 21.4% | 25.0% |
| NA Product Margin Improvement | +0.6% | +0.9% | +1.1% | +1.3% | +1.4% |
| Other Intl Product Margin Improvement | +2.2% | +3.0% | +3.7% | +4.0% | +4.3% |
| NA Operating Profit $ Improvement | $21,719k | $28,103k | $67,890k | $84,711k | $104,456k |
| Global Operating Profit $ Improvement | $69,723k | $79,788k | $124,124k | $143,229k | $165,873k |
Campion’s weighting across metrics: NA Net Sales 24%, Other Intl Net Sales 6%, NA Product Margin 16%, Other Intl Product Margin 4%, Consolidated Operating Profit 50% . Calculation per metric achieved: Base Salary × Threshold % × Objective Measure Weighting % .