Alexis DePree
About Alexis DePree
Alexis DePree, age 46, has served as an independent Class II director of Arhaus since March 2023, with her current term expiring at the 2026 Annual Meeting; she is Chief Operating Officer of Nordstrom (since May 2024) and previously its Chief Supply Chain Officer (2020–2024), with prior senior roles at Amazon (2016–2020), Target (2007–2016), and Dell (2001–2005) . The Board determined she is independent under Nasdaq rules, and she chairs Arhaus’ Technology Committee while serving on the Compensation Committee; she attended more than 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordstrom, Inc. | Chief Operating Officer | May 2024–present | Senior operating leadership; technology/cyber oversight at ARHS Tech Committee chair aligned with ops expertise |
| Nordstrom, Inc. | Chief Supply Chain Officer | Jan 2020–May 2024 | End-to-end retail supply chain leadership |
| Amazon.com, Inc. | VP, Global Supply Chain Operations | 2016–2018 | Large-scale supply chain operations |
| Amazon.com, Inc. | VP, Americas Sort Centers | 2018–2020 | Network operations management |
| Target Corporation | Executive roles with increasing responsibility | 2007–2016 | Omnichannel/retail operations |
| Dell Technologies Inc. | Leadership positions | 2001–2005 | Technology/manufacturing supply chain |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nordstrom, Inc. | Chief Operating Officer | May 2024–present | Current external executive role; not disclosed as a board directorship |
| Nordstrom, Inc. | Chief Supply Chain Officer | 2020–May 2024 | Prior external executive role |
Board Governance
- Committee assignments: Compensation Committee member; Technology Committee Chair (established Nov 2024) .
- Independence: Board determined DePree is independent under Nasdaq rules .
- Attendance: Board met 8 times in 2024; each director attended >75% of aggregate Board/committee meetings; all directors attended 2024 Annual Meeting except one (Doody) .
- Classified board: Three classes with staggered three-year terms; DePree in Class II (term expires 2026) .
- Board leadership: Combined CEO/Chair with Independent Lead Director structure .
| Committee | 2023 Meetings | 2024 Meetings | DePree Role |
|---|---|---|---|
| Audit | 7 | 9 | Not listed |
| Compensation | 5 | 7 | Member |
| Nominating & Corporate Governance | 7 | 5 | Not listed |
| Real Estate | 5 | 3 | Not listed |
| Technology | N/A | 1 | Chair; committee established Nov 2024 |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash fees (Fees Earned or Paid in Cash) | $62,500 | $83,750 |
| Equity grant (RSUs fair value) | $110,004 | $110,014 (granted May 16, 2024, valued at $16.42 close) |
| Total director compensation | $172,504 | $193,764 |
| Standard director retainer (program terms) | $75,000 annual retainer (2023) | $80,000 annual retainer (2024); Chair adders: Audit $20k; Comp/Nom/RE/Tech $15k; Lead Independent Director $30k |
Notes: 2024 RSUs generally vest one year after grant; vesting accelerates on service termination for any reason other than removal under bylaws .
Performance Compensation
- Director awards are time-based RSUs; no performance-conditioned director equity disclosed .
- Company’s NEO pay-for-performance context (Board/Comp Committee oversight): AIP metrics in 2024 were Adjusted EBITDA (pre-bonus) and demand; threshold payout 25% of target; max 200%; demand achieved at target, Adjusted EBITDA below threshold → no AIP payout for 2024 .
- PSU program for NEOs: 2024 grants measured 50% cumulative demand revenue and 50% cumulative adjusted EBITDA over 2024–2026, 0–200% payout; 2022–2024 PSU cycle paid 110.27% of target (demand 102.14% → 108.55%; adj. EBITDA 103% → 111.98%) .
| Compensation Element | Metric/Term | Weight | Payout Mechanics |
|---|---|---|---|
| Annual Incentive Plan (NEOs) | Adjusted EBITDA (pre-bonus) | 50% | Threshold 25%, max 200%; 2024 payout zero (EBITDA below threshold) |
| Annual Incentive Plan (NEOs) | Demand | 50% | Achieved at target in 2024 (paired with zero payout overall) |
| PSUs (2024 grants, NEOs) | Cumulative demand revenue | 50% | 0–200% payout after 2024–2026 period |
| PSUs (2024 grants, NEOs) | Cumulative adjusted EBITDA | 50% | 0–200% payout after 2024–2026 period |
| PSUs (2022–2024 cycle) | Combined demand/adj. EBITDA | — | 110.27% of target vested |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for DePree in ARHS proxy |
| External executive role | Nordstrom COO (current); former Chief Supply Chain Officer |
| Interlocks/potential conflicts | No related-party transactions disclosed involving DePree; Board confirmed independence; hedging/pledging prohibited |
Expertise & Qualifications
- Significant retail supply chain and operations leadership (Nordstrom, Amazon, Target, Dell), supporting oversight of technology and operational risk as Technology Committee Chair .
- Independence and governance experience via Compensation Committee membership .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Class A shares beneficially owned | Mar 17, 2025 | 21,270; less than 1% of outstanding |
| Unvested RSUs (directors) | Mar 17, 2025 | 6,700 for each current non-employee director (except Roth 0; Burgdoerfer 6,954), vest within 60 days |
| Hedging/short sales/derivatives | Policy prohibits for officers/directors; pledging prohibited |
Say-on-Pay & Shareholder Feedback
| Item | Result | Source |
|---|---|---|
| 2024 Say-on-Pay approval | For: 900,323,880; Against: 503,303; Abstain: 23,670; Broker Non-Votes: 14,804,235 | |
| 2024 Say-on-Pay support rate | ~98% of shares present and entitled to vote approved NEO compensation | |
| Say-on-Frequency (2024) | One year: 899,972,899; Two years: 15,994; Three years: 851,151; Abstain: 10,808; Board adopted annual vote |
Compensation Committee Analysis
- Composition (2025): Albert Adams (Chair), Bill Beargie, Alexis DePree, John Roth; all independent except historical note that Beargie was predecessor CFO (1987–1997) .
- Independent consultant: Aon plc engaged to advise on executive compensation practices, peer group, and design; no other business relationship with ARHS .
- Peer group (2024): Includes RH, Williams-Sonoma, Floor & Decor, Tapestry, etc.; used to assess competitiveness (not strict benchmarking) .
Governance Assessment
- Strengths: Independent director with deep retail operations expertise; chairs Technology Committee overseeing cybersecurity, IT investments, and continuity; member of Compensation Committee; attendance above 75% in 2024; strong shareholder support for compensation and annual say-on-pay cadence .
- Alignment: Director compensation mixes modest cash retainer with annual RSUs (time-based), plus committee chair fees; standard prohibitions on hedging/pledging; beneficial ownership present with pending vesting RSUs; independence affirmed .
- Watch items: Classified board structure and combined CEO/Chair may reduce responsiveness; founder-related party leases and family employment exist at company-level (not tied to DePree) and warrant ongoing Audit Committee oversight; Technology Committee met once in 2024 due to late-year formation—cadence should increase in 2025 .
- RED FLAGS (none specific to DePree disclosed): No related-party transactions involving DePree; no pledging/hedging; independence confirmed .
Overall, DePree’s committee leadership and independence support board effectiveness in technology and compensation oversight; investor confidence is reinforced by high say-on-pay support, while structural governance (classified board, combined Chair/CEO) and founder-related party transactions remain broader company-level considerations .