Travis D. Smith
ZumiezAbout Travis D. Smith
Independent director and Lead Independent Director of Zumiez (appointed August 2012). Age 52 as of the 2025 proxy, with a retail operator background spanning CEO roles at Jo‑Ann Fabric & Craft Stores and Electronic Auction Services (HealthTrust) and merchandising leadership at Fred Meyer/Kroger; BBA in Business Marketing & Communications, University of Notre Dame . The board affirms his independence under Nasdaq rules; independent directors meet in executive session each board meeting, which he leads as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electronic Auction Services, Inc. (HealthTrust) | Chief Executive Officer; Director | Apr 2016 – Jan 2024 | Led a healthcare GPO auction platform; board service during CEO tenure |
| Jo‑Ann Fabric & Craft Stores | CEO & President; President & COO; EVP Merchandising & Marketing | EVP 2006; COO Feb 2009; President Feb 2010; CEO Aug 2011 – Aug 2014 | Ran national specialty retail chain; deep merchandising and marketing execution |
| Fred Meyer Stores (Kroger division) | Merchandising/Marketing roles; SVP General Merchandise | Pre‑2006 (dates not specified) | Large-format retail merchandising leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pendleton Woolen Mills (private) | Director | Since Feb 2016 | Textile/apparel brand governance experience |
Board Governance
- Independence: Board determined all directors are independent except the Chair (Campion) and CEO (Brooks); Smith is independent .
- Lead Independent Director (LID): Duties include calling/presiding over independent director executive sessions at each board meeting, setting executive session agendas, serving as conduit to Chair/CEO, and collaborating on board agendas .
- Attendance and engagement: In fiscal 2024 the board met 6x (Audit 4x; Comp 2x; Nominating & Governance 4x) and all directors attended >75% of eligible meetings; the policy expects directors to attend the annual meeting .
- Committee structure: Board maintains Audit, Compensation, and Governance & Nominating committees; all are composed of independent directors; Steven P. Louden is the Audit Committee Financial Expert .
- Governance architecture: Classified board; no term limits; annual board and LID self-assessments; active risk oversight; clawback policy adopted Nov 28, 2023 .
- Anti-hedging and anti-pledging: Directors prohibited from hedging/derivative transactions and from pledging or margining company stock absent written consent; policy restricts trading windows and requires 10b5‑1 adherence .
Fixed Compensation
Director cash and equity compensation (Zumiez standard schedule): annual cash retainer $70,000; Lead Independent Director receives additional $35,000; committee chair adders: Audit $25,400, Compensation $19,000, Governance $16,500; directors also receive annual restricted stock awards .
| Metric | FY 2023 (year ended 2/3/2024) | FY 2024 (year ended 2/1/2025) |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 105,000 | 105,000 |
| Stock Awards Grant-Date Fair Value ($) | 90,000 | 90,000 |
| Total ($) | 195,000 | 195,000 |
Performance Compensation
Annual director equity grants; no performance metrics used (time-based vesting).
| Grant Detail | 2023 Annual Meeting | 2024 Annual Meeting |
|---|---|---|
| Grant Date | May 31, 2023 | June 5, 2024 |
| Award Type | Restricted Stock | Restricted Stock |
| Shares Granted (#) | 5,600 | 4,655 |
| Grant-Date Fair Value ($) | 90,000 | 90,000 |
| Vesting | Vests at next annual meeting | Annual director grant (vesting not separately stated) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Smith in the last five years; he serves on Pendleton Woolen Mills’ board (private) .
- Compensation Committee interlocks: FY 2024 compensation committee members were Bailey (Chair), Louden, and Murphy; none were officers/employees and no interlocks disclosed; Smith not listed as a member in FY 2024 .
- Related-party transactions: Company discloses policies requiring Audit Committee approval; no Smith-specific related-party transactions disclosed .
Expertise & Qualifications
- Board’s rationale: Retail merchandising/marketing leadership, brand building, and direct-to-consumer and brick-and-mortar expertise; adds relevant industry and leadership experience to Zumiez’s board .
- Board skills matrix (company-wide) emphasizes governance, consumer insights, omnichannel/technology, global/international, and retail industry experience among directors .
Equity Ownership
| Ownership (Record Date) | Mar 22, 2024 | Mar 26, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 29,669 | 34,324 |
| Of which Restricted/Unvested (shares) | 5,600 | 4,655 |
| Vested/Unrestricted (shares) | 24,069 (calc. from 29,669−5,600) | 29,669 (calc. from 34,324−4,655) |
| Shares Outstanding (company) | 20,287,545 | 19,567,343 |
| Ownership % of Outstanding | ~0.146% (calc.) | ~0.175% (calc.) |
Policies affecting alignment:
- Anti-hedging/anti-pledging policy enhances alignment (no pledging, no derivatives) .
- Clawback policy (for executive officers) enhances accountability culture at the top; board oversight of compensation risk .
Insider Trades
| Date | Filing/Event | Transaction | Shares | Notes |
|---|---|---|---|---|
| May 31, 2023 | Form 4 (director grant) | Restricted Stock Grant | 5,600 | Annual director equity award; vests at next annual meeting |
| June 5, 2024 | Form 4 (director grant) | Restricted Stock Grant | 4,655 | Annual director equity award; aggregate $90,000 value |
| FY 2024 | Section 16(a) | Late Form 4 | n/a | Company disclosed late Form 4 filings for annual grants for multiple directors, including Smith |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 97.7% approval in 2023; 96.6% approval in 2024—indicates strong shareholder support for compensation practices .
- Board/management shareholder engagement process is disclosed; LID periodically joins investor meetings .
Governance Assessment
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Positives:
- Independent and seasoned retail operator serving as Lead Independent Director; consistent leadership in executive sessions and agenda-setting .
- Strong attendance and active board/committee cadence; all directors >75% attendance in FY 2024 .
- Director pay mix balanced (cash retainer + time‑vested equity), aligned to shareholders; anti‑hedging/anti‑pledging policy .
- Robust related-party review policy; no Smith‑specific related transactions disclosed .
- High Say‑on‑Pay support, suggesting investor confidence in governance/compensation oversight .
-
Watch items / potential red flags:
- Classified board and no term limits can signal entrenchment risk despite annual evaluations .
- Minor compliance lapse: company reported late Form 4 filings for annual director RS grants, including Smith (administrative but noteworthy for controls) .
- Chair is not independent; mitigated by LID structure and regular executive sessions .
-
Overall view: Smith’s independence, long retail operating resume, and LID responsibilities support board effectiveness. Compensation/ownership structures and trading policies are alignment‑friendly; governance architecture (classified board/no term limits) is more conservative than some peers but offset by strong investor support and active LID oversight .