John Kyees
About John Kyees
Independent director since 2021 (Age 78); veteran retail CFO and current President of Kyees Construction. Previously CFO at Urban Outfitters (2003–2010), bebe Stores (2002–2003), Skinmarket (2000–2002), Ashley Stewart (1997–2002), Express/Limited (1984–1997), and Chas. A. Stevens/Hartmarx (1982–1984) . Serves as Audit Committee Chair at Arhaus and is designated an “audit committee financial expert,” signaling deep accounting and oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Outfitters, Inc. | Chief Financial Officer | 2003–2010 | Senior finance leadership |
| bebe Stores, Inc. | Chief Financial Officer | 2002–2003 | Senior finance leadership |
| Skinmarket | Chief Financial Officer | 2000–2002 | Senior finance leadership |
| Ashley Stewart | Chief Financial Officer | 1997–2002 | Senior finance leadership |
| Express (Division of The Limited) | Chief Financial Officer | 1984–1997 | Senior finance leadership |
| Chas. A. Stevens (Division of Hartmarx) | Chief Financial Officer | 1982–1984 | Senior finance leadership |
| Kyees Construction | President | Current | Private company leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vera Bradley, Inc. | Director; Lead Independent Director; former Audit Committee Chair | 2010–2022 | Lead independent oversight; audit chair experience |
| Destination XL Group, Inc. | Chair; Director | n/d | Board chair leadership (dates not disclosed) |
Board Governance
- Committee assignments: Audit Committee Chair; Audit members: Kyees (Chair), Burgdoerfer, Doody, Hyde; 9 meetings in 2024 .
- Financial expertise: Board determined Kyees is an “audit committee financial expert” .
- Independence: Board determined Kyees is independent under Nasdaq rules .
- Attendance: Board held 8 meetings in 2024; all directors exceeded 75% attendance of Board and committee meetings .
- Board leadership: Combined CEO/Chair; Independent Lead Director is Albert Adams (not Kyees) .
- Technology, Real Estate, Compensation, Nominating committees are chaired by other directors (Kyees not a member) .
Fixed Compensation
| Component | Policy Amount | 2024 Actual for Kyees |
|---|---|---|
| Annual cash retainer (non-employee director) | $80,000 | $100,000 (includes chair fee) |
| Audit Committee Chair fee | +$20,000 | Included above |
| Other chair fees (Comp/Nom/RE/Tech) | +$15,000 (if applicable) | n/a (not chair) |
| Lead Independent Director fee | +$30,000 (if applicable) | n/a |
- 2024 cash mix and payout: Fees earned/paid in cash = $100,000 .
- No meeting fees; compensation earned quarterly per policy .
Performance Compensation
| Equity Type | Grant Date | Shares (#) | Grant-Date Fair Value | Vesting | Terms |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 16, 2024 | 6,700 | $110,014 (priced at $16.42) | Vests in full on May 16, 2025 | Accelerates and vests if director’s service terminates for any reason other than removal under bylaws |
- No options or PSUs granted to directors in 2024; director equity is time-based RSUs (no performance metrics) .
- Hedging and pledging of company stock prohibited for directors under Insider Trading Policy .
Other Directorships & Interlocks
| Company | Shared relationships with ARHS, competitors, suppliers, or customers | Notes |
|---|---|---|
| Vera Bradley, Inc. | None disclosed | Prior board role; apparel/accessories, not an ARHS counterparty |
| Destination XL Group, Inc. | None disclosed | Prior chair/director; men’s apparel retail |
No related-party transactions disclosed involving Kyees; related-party items center on founder-related leases and a separate real estate consulting agreement for Gary Lewis ($36,000) .
Expertise & Qualifications
- CFO across multiple national retailers (Urban Outfitters, Express/Limited, bebe, etc.), bringing strong merchandising, retail operations, and financial controls perspective .
- Audit Committee Chair and designated “audit committee financial expert,” supporting high-quality financial reporting oversight .
- Prior lead independent director and audit chair at Vera Bradley, reinforcing governance acumen .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Ownership % of Class A | Unvested RSUs | Notes |
|---|---|---|---|---|
| John Kyees | 40,401 | <1% | 6,700 (vest within 60 days of 3/17/2025) | Beneficial ownership excludes unvested RSUs not vesting within 60 days unless noted |
- Voting control environment: Founder John Reed holds 48.76% combined voting power (Class A + Class B); trustees Adams/Beargie collectively 45.47% combined voting power via trusts—indicative of a controlled company context .
- Hedging/pledging banned for directors; supports alignment (policy-level) .
Governance Assessment
- Strengths: Independent director with deep CFO pedigree; Audit Chair and financial expert designation; director equity grants vest in one year with acceleration protections (except removal), supporting retention and engagement .
- Alignment: Mix of cash ($100,000) and equity ($110,014 grant-date value) illustrates balanced director pay; RSU holdings and ownership reinforce skin-in-the-game, with hedging/pledging prohibited .
- Engagement: Board met 8 times in 2024; directors exceeded 75% attendance; Audit Committee met 9 times—signal of active oversight; Kyees chairs Audit .
- Conflicts: No related-party transactions disclosed for Kyees; broader company related-party items involve founder-controlled entities and a real estate consulting agreement with another director (Lewis) .
- Contextual risk: Controlled company voting structure (Class B) concentrates power with founder/trusts, potentially constraining board influence despite independent composition and audit leadership .
- Shareholder signals: Say-on-pay support of ~98% in 2024 suggests investor confidence in compensation governance (company-wide context) .
Overall: Kyees is a high-credibility audit chair with extensive retail CFO experience and prior lead independent/audit chair roles, supporting investor confidence in financial oversight; absence of personal related-party exposure is positive. Controlled voting dynamics remain a structural consideration for governance effectiveness .