John Roth
About John Roth
Independent director of Arhaus, Inc. since 2021; age 66 as disclosed in the 2025 proxy. Roth is a long-tenured private equity partner at Freeman Spogli (joined 1988; partner since 1993) and previously served on the boards of Floor & Decor Holdings (2010–2020) and El Pollo Loco (2007–Aug 2023). The Board has affirmatively determined Roth is independent under Nasdaq rules. Attendance: each director, including Roth, attended more than 75% of Board and committee meetings in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freeman Spogli & Co. | Partner (joined 1988; partner since 1993) | 1988–present (partner since 1993) | Private equity leadership; retail/consumer investing experience |
| Floor & Decor Holdings, Inc. | Director | Nov 2010–Dec 2020 | Board experience in specialty retail |
| El Pollo Loco Holdings, Inc. | Director | 2007–Aug 2023 | Board experience in consumer/restaurant |
External Roles
| Company | Role | Status/Years | Notes |
|---|---|---|---|
| Floor & Decor Holdings, Inc. | Director | 2010–2020 (former) | Retail/consumer board oversight |
| El Pollo Loco Holdings, Inc. | Director | 2007–Aug 2023 (former) | Consumer/restaurant board oversight |
Board Governance
- Structure: Combined CEO/Chair with a Lead Independent Director (Albert Adams). Board size: 10 directors (2025 proxy).
- Independence: Roth designated independent by the Board after reviewing background, employment, and affiliations.
- Attendance: Board met 8 times in FY2024; each director attended >75% of Board and committee meetings.
- Election cycle: Roth is a Class I director, nominated for re‑election at the 2025 Annual Meeting.
| Committee | Roth Member | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation Committee | Yes | Albert Adams | 7 |
| Nominating & Corporate Governance Committee | Yes | Andrea Hyde | 5 |
| Real Estate Committee | Yes | Gary Lewis | 3 |
| Audit Committee | No | John Kyees | 9 |
| Technology Committee | No | Alexis DePree | 1 |
Compensation Committee interlocks: none among members (except historical prior CFO service by Beargie in 1987–1997); no cross‑board interlocks with ARHS executive officers.
Fixed Compensation
- Policy: Non‑employee directors receive an annual cash retainer; committee chairs and the Lead Independent Director receive incremental cash retainers. In FY2024, the base director retainer was $80,000; Audit Chair +$20,000; other committee chairs +$15,000; Lead Independent Director +$30,000.
- Exception: Roth did not receive director cash compensation in FY2023 or FY2024 per the proxy tables.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | — | — | — | — |
| 2024 | — | — | — | — |
Performance Compensation
- Director equity program: Non‑employee directors (other than Roth) received annual RSUs with a grant date value of $110,000 that vest in full one year after grant; vesting accelerates if service ends for reasons other than removal under bylaws.
- Roth awards: No RSUs or equity awards granted to Roth in FY2023 or FY2024 per proxy tables.
| Feature | Policy | Roth FY2023 | Roth FY2024 |
|---|---|---|---|
| Annual Director RSU Value | $110,000; time‑based vesting after 1 year | $0 | $0 |
| Acceleration | If service ends (other than removal); accelerates vest | N/A | N/A |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock With ARHS | Notes |
|---|---|---|---|
| Floor & Decor Holdings, Inc. | Director (former) | None disclosed | Prior board experience, specialty retail |
| El Pollo Loco Holdings, Inc. | Director (former) | None disclosed | Prior board experience, consumer restaurants |
Interlocks: The Compensation Committee disclosed no interlocks involving ARHS executive officers; Beargie’s historic CFO role (1987–1997) noted; no current officer/employee status among committee members.
Expertise & Qualifications
- Private equity partner with multi‑decade experience at Freeman Spogli; specialization in retail/consumer investing and capital markets.
- Board experience across retail and consumer sectors (Floor & Decor; El Pollo Loco).
Equity Ownership
- Beneficial holdings are sizable for a non‑employee director and solely in Class A common stock (via revocable trust), with less than 1% ownership and no unvested RSUs. Hedging and pledging of company securities is prohibited by ARHS policy for directors.
| Metric | Mar 18, 2024 | Mar 17, 2025 |
|---|---|---|
| Class A shares beneficially owned | 461,820 | 471,638 |
| Ownership as % of outstanding | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Unvested RSUs (vest within 60 days) | 0 | 0 |
| Holding form | John M. Roth Revocable Trust (trustee: Roth) | John M. Roth Revocable Trust (trustee: Roth) |
| Hedging/Pledging policy | Hedging and pledging prohibited for directors | Hedging and pledging prohibited for directors |
Note: We attempted to retrieve Roth’s recent Form 4 trading activity (past 24 months) but external insider-trades data was unavailable due to an API authorization error; proxy statements do not list Form 4 details. (Process note)
Governance Assessment
- Independence and engagement: Roth is independent and serves on three key committees (Compensation; Nominating & Corporate Governance; Real Estate), supporting board oversight breadth. Attendance in FY2024 exceeded 75% for all directors.
- Compensation alignment: Roth receives no director cash or equity compensation per FY2023–FY2024 proxy tables, while maintaining meaningful share ownership via his trust—an unusual but strong alignment signal.
- Prior investor rights linkage resolved: Freeman Spogli previously had nomination and committee rights via an Investor Rights Agreement; it has been terminated, and Roth is now nominated by the Nominating & Corporate Governance Committee.
- Say‑on‑pay context: 98% approval at the 2024 Annual Meeting suggests shareholder support for ARHS’s compensation framework and governance environment.
- Clawback and financial controls: Dodd‑Frank‑compliant clawback adopted; company restated certain Q3’23 items, and the Compensation Committee determined no incentive recovery was required (restatement did not affect compensation metrics).
- Related‑party transactions: Disclosed related‑party dealings involve entities controlled by the Founder and another director (Beargie); none involve Roth.
Potential RED FLAGS and mitigants
- Combined CEO/Chair structure may concentrate authority; mitigated by a Lead Independent Director (Adams) and independent committee leadership.
- Prior sponsor nomination rights (Freeman Spogli) could have raised independence questions historically; termination of the agreement reduces interlock risk.
- Real estate transactions with founder‑affiliated entities and family employment are disclosed; continued Audit Committee oversight of related‑party policy is essential; no Roth involvement disclosed.
Compensation Committee Analysis
- Composition: Adams (Chair), Beargie, DePree, Roth.
- Consultant: Aon plc engaged as independent compensation consultant; no other business relationship; Committee retains sole authority.
- Peer group reference set (used for benchmarking context): RH; Williams‑Sonoma; Floor & Decor; La‑Z‑Boy; The Lovesac Company; Ethan Allen; Capri; Tapestry; Sleep Number; Tempur Sealy; Haverty; The Aaron’s Company; Oxford Industries; Purple Innovation; The RealReal; Vera Bradley; Movado; Beyond, Inc.
- Committee interlocks: none; Beargie’s historical CFO role noted; no current officer/employee status on the committee.
Fixed Compensation (Director Program Reference)
| Element | FY2023 | FY2024 |
|---|---|---|
| Base cash retainer | $75,000 (non‑employee directors, excluding Roth) | $80,000 (non‑employee directors, excluding Roth) |
| Audit Chair retainer | +$20,000 | +$20,000 |
| Comp/Nom/Real Estate/Tech Chair retainer | +$15,000 | +$15,000 |
| Lead Independent Director retainer | +$30,000 | +$30,000 |
Performance Compensation (Director Program Reference)
| Element | FY2023 | FY2024 |
|---|---|---|
| Annual RSU grant (non‑employee directors, excluding Roth) | $110,000 grant date value; full vest at 1 year | $110,000 grant date value; full vest at 1 year |
| Acceleration terms | Vesting accelerates if service ends (other than removal) | Vesting accelerates if service ends (other than removal) |
Related Party Transactions (Conflict Screening)
| Category | Counterparty | FY2024 Amount/Terms | Roth Involvement |
|---|---|---|---|
| Leases (distribution center) | Premier Conover, LLC (Founder indirectly 40%) | Monthly base rent $263,015; FY2024 lease payments $3,872,446 | None disclosed |
| Leases (warehouse) | Pagoda Partners, LLC (Founder indirectly 50%) | Monthly rent $132,694; FY2024 lease payments $1,647,213 | None disclosed |
| Outlet lease | Brooklyn Arhaus (Founder 85%; Director Beargie 15%) | Monthly base rent $19,995; FY2024 lease payments $271,606 | None disclosed |
| Family employment | Ryan Reed (Founder’s son) | Base salary $390,000; total comp $1,101,151 (FY2024) | None disclosed |
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~98% support at the Annual Meeting.
- Board policy: annual say‑on‑pay vote; next scheduled at the 2026 meeting per 2025 proxy.
Governance Summary
- Roth brings seasoned retail/consumer board and private equity experience, serves on three governance‑critical committees, and is affirmatively independent.
- He receives no director compensation while maintaining share ownership via his trust, which strengthens perceived alignment but is atypical and merits investor inquiry on rationale and sustainability.
- No related‑party exposures tied to Roth are disclosed; prior sponsor nomination rights have been terminated, reducing interlock concerns.