Stuart Burgdoerfer
About Stuart Burgdoerfer
Age 62; independent director of Arhaus, Inc. since June 18, 2024. Former EVP & CFO of L Brands (2007–2021) and interim CEO of Victoria’s Secret (May 2020–Feb 2021). Currently serves on The Progressive Corporation’s board as Audit Committee Chair and Technology Committee member; designated an “audit committee financial expert” at Arhaus. Tenure on Arhaus board: Class I director nominated for re‑election at the May 15, 2025 meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L Brands, Inc. | EVP & Chief Financial Officer | Apr 2007 – Aug 2021 | Senior finance leadership; strategic oversight |
| Victoria’s Secret (VS NewCo) | Interim Chief Executive Officer | May 2020 – Feb 2021 | Led transitional leadership during separation |
| Deloitte | CPA | Not specified | Public accounting foundation |
| Pizza Hut (PepsiCo/YUM Brands subsidiary) | Financial leadership roles | Not specified | Operational finance experience |
| The Home Depot | Senior Vice President of Finance | Not specified | Large-scale retail finance |
| Galyan’s Trading Company | Director | Through 2004 (company acquired) | Public company board experience |
| Spelman College | Trustee | Not specified | Non-profit governance |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| The Progressive Corporation | Director | Audit (Chair), Technology (Member) | Current public company board leadership |
Board Governance
- Independence: Board affirmatively determined Burgdoerfer is independent under Nasdaq rules .
- Attendance: Board met 8 times in FY2024; each director serving in 2024 attended >75% of aggregate Board and committee meetings. Burgdoerfer joined June 18, 2024, after the 2024 annual meeting .
- Committee memberships at Arhaus: Audit Committee (member; financial expert); Technology Committee (member). No chair roles at Arhaus .
- Board structure: Classified board; Class I (including Burgdoerfer) up for election in 2025; combined CEO/Chair with Independent Lead Director (Adams) .
| Committee | Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Stuart Burgdoerfer; Rick Doody; Andrea Hyde; John Kyees | John Kyees | 9 |
| Technology | Stuart Burgdoerfer; Alexis DePree; Gary Lewis | Alexis DePree | 1 (committee established Nov 2024) |
Fixed Compensation
| Component | Amount/Detail | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $80,000 | FY2024 | Standard for all non‑employee directors except Roth |
| Committee chair fees (framework) | Audit Chair $20,000; Compensation/Nominating/Real Estate/Technology Chairs $15,000; Lead Independent Director $30,000 | FY2024 | Paid quarterly; Burgdoerfer did not serve as a chair at Arhaus |
| Fees earned (Burgdoerfer) | $46,667 | FY2024 | Partial-year following June 18, 2024 appointment |
| RSU grant (Burgdoerfer) | $110,012 grant-date fair value | Grant: Jul 1, 2024; Vests: May 16, 2025 | Valued at $15.82 closing price; annual director grant |
Performance Compensation
- Arhaus directors receive time-based RSUs; no performance-based (PSU/option) awards or disclosed director performance metrics .
| Performance-linked Director Awards | Metrics | Payout Structure |
|---|---|---|
| None disclosed for directors | N/A | N/A |
Note: Executive AIP metrics for management are Demand and Adjusted EBITDA; these do not apply to director compensation .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| The Progressive Corporation | Insurance | Audit Chair; Technology member | No ARHS‑disclosed related‑party ties; sector unrelated to ARHS operations |
| Galyan’s Trading Company (prior) | Retail sporting goods | Director (historical) | Historical; company acquired in 2004 |
No ARHS‑disclosed related‑party transactions involve Burgdoerfer; related‑party items disclosed pertain to founder‑related real estate and services (e.g., Premier Conover LLC; Pagoda Partners; Brooklyn Arhaus; consulting fees to Gary Lewis) .
Expertise & Qualifications
- Finance and accounting depth: Former CFO of L Brands; CPA background at Deloitte; “audit committee financial expert” designation at Arhaus .
- Large-scale retail operations: Senior finance roles at Pizza Hut and The Home Depot .
- Board technology oversight: Member of Arhaus Technology Committee; oversees technology strategy and cybersecurity matters .
Equity Ownership
| Holding | Shares | Status | Notes |
|---|---|---|---|
| Beneficial ownership (Class A) | 6,954 | <1% of outstanding | As of Mar 17, 2025; included due to vesting within 60 days |
| Unvested RSUs | 6,954 | Vests May 16, 2025 | Directors’ RSUs vest in one year; Burgdoerfer’s award granted Jul 1, 2024 |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy | Policy-level | Short sales, derivatives, hedging, and pledging are prohibited |
Governance Assessment
-
Strengths
- Independent director with deep CFO audit/controls experience; formally recognized as an audit committee financial expert .
- Current Audit Chair at Progressive suggests robust governance competency; supports Arhaus audit oversight bench strength .
- Engagement indicators: >75% attendance standard met for directors serving in 2024; joined mid‑year, sits on two committees including newly established Technology Committee focused on cybersecurity and IT risk .
-
Watch items
- Arhaus restated the Q3 2023 10‑Q twice in 2024; Compensation Committee concluded no clawback needed as metrics were unaffected—ongoing audit rigor will be important; Burgdoerfer joined Audit Committee June 18, 2024 (post‑restatement initiation) .
- Dual-class voting control concentrated with founder and related trusts could temper board independence influence despite director independence status; note combined CEO/Chair structure .
-
Shareholder sentiment signal
- Say-on-pay approval at 2024 annual meeting was ~98%, indicating broad investor support of compensation framework (context for overall governance climate) .