Gary Lewis
About Gary Lewis
Gary Lewis (age 66) is an independent director of Arhaus, Inc., serving since 2021 with his current term expiring at the 2027 annual meeting . He is a principal at GLA Real Estate (since 2013) and previously served as Senior Executive Vice President and President of the Mall Leasing Division at Simon Property Group from 1986 to 2013, bringing deep retail real estate expertise to Arhaus . The Board has determined he is independent under Nasdaq rules and specifically reviewed a real estate consulting agreement with annual fees capped at $120,000, concluding it does not impair his independent judgment . He guest teaches at the University of Florida’s Bergstrom Center Ring Distinguished Speakers series and is a member of the International Council of Shopping Centers (ICSC), underscoring sector engagement credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simon Property Group | Senior Executive Vice President; President, Mall Leasing Division | 1986–2013 | Led leasing operations for major retail properties; extensive landlord–tenant negotiation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GLA Real Estate | Principal | 2013–present | Real estate advisory; retail/mixed-use development exposure |
| University of Florida, Bergstrom Center | Guest lecturer (Ring Distinguished Speakers series) | Not specified | Academic engagement in real estate programs |
| ICSC | Member | Not specified | Industry association membership |
| Other public company directorships | — | — | Not disclosed in ARHS proxy biography |
Board Governance
- Board/classification: Class III director; term expires 2027 .
- Independence: Determined independent; Board reviewed and affirmed independence despite a real estate consulting agreement (annual fees ≤$120,000) .
- Committees:
- Real Estate Committee: Chair; 3 meetings in 2024 .
- Technology Committee: Member; 1 meeting in 2024 .
- Board meetings/attendance: Board met 8 times in 2024; each director attended >75% of aggregate Board and committee meetings .
- Lead Independent Director: Albert Adams serves as Independent Lead Director (not Lewis) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual director cash retainer | $80,000 |
| Committee chair fee (Real Estate Committee) | $15,000 |
| Total cash fees earned (Lewis) | $95,000 |
| Annual RSU award (grant-date fair value) | $110,014 |
| All other compensation (consulting fees) | $36,000 |
| Total 2024 director compensation (Lewis) | $241,014 |
Notes:
- Standard non-employee director annual RSU grant valued at $110,000 (granted May 16, 2024, valued at $16.42; vests one year post-grant) .
- The $36,000 “other compensation” relates to a consulting agreement for real estate services executed November 29, 2023 .
Performance Compensation
Directors receive time-based RSUs; no performance-based metrics apply to director equity grants.
| Equity Award Detail (Lewis) | Grant Date | Units | Grant-Date Fair Value | Vesting | Acceleration Terms |
|---|---|---|---|---|---|
| Annual RSU | May 16, 2024 | 6,700 (approx., based on $110,014 / $16.42) | $110,014 | Vests May 16, 2025 | Vesting accelerates if service ends for reasons other than removal under bylaws |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed in ARHS proxy biography |
| Committee roles at other companies | Not disclosed |
| Interlocks with ARHS competitors/suppliers/customers | None disclosed for Lewis in the proxy; Board reviewed related-party transactions via policy |
Expertise & Qualifications
- Retail real estate leadership, including landlord–tenant lease negotiations and oversight of construction, renovations, and expansions of retail/mixed-use projects .
- Industry engagement via ICSC membership and academic guest teaching, supporting governance insight on store development and site selection .
- Fits Real Estate Committee chair role aligning with Arhaus showroom expansion strategy .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Outstanding | Unvested RSUs (as of Mar 17, 2025) |
|---|---|---|---|
| Gary Lewis | 40,401 | <1% | 6,700 (vest within 60 days, standard director grant) |
Policy Alignment:
- Directors are prohibited from hedging or pledging company stock; short sales and derivative transactions are banned under the Insider Trading Policy .
Governance Assessment
- Independence with paid consulting: Lewis is independent, but concurrent consulting (2024 fees $36,000; agreement capped at $120,000/year) while serving as Real Estate Committee Chair is a potential perceived conflict; mitigated by Audit Committee related-party review/approval policy and Board independence determination .
- RED FLAG: Related-party consulting to a sitting director with oversight of real estate strategy—investors should monitor scope, approvals, and annual fee levels relative to independence thresholds .
- Attendance and engagement: Board recorded 8 meetings; each director exceeded 75% attendance, supporting baseline engagement .
- Compensation alignment: Mix of modest cash retainer plus time-based RSUs aligns director interests with shareholders; RSU acceleration for non-removal terminations is standard but can reduce retention “at-risk” features for directors .
- Risk controls: Robust related-party transaction policy (Audit Committee review), hedging/pledging prohibitions, and clear committee charters (Real Estate and Technology) bolster governance quality .
Overall, Lewis brings valuable retail real estate expertise directly applicable to Arhaus’ showroom growth, but his consulting relationship warrants continued shareholder scrutiny to ensure independence is preserved and that Real Estate Committee oversight remains objective .