Beth Kaplan
About Beth Kaplan
Beth J. Kaplan (age 67) has served as an independent director of Brilliant Earth Group, Inc. since 2021; she is a seasoned consumer- and retail-operator with prior C-suite roles and public board experience, and holds both a BS and MBA from the Wharton School of the University of Pennsylvania . She is currently a Class III director with a term expiring at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rent the Runway | President & COO | Mar 2013–Nov 2015 | Operator; also board member since Mar 2013 |
| General Nutrition Centers (GNC) | President, Chief Merchandising & Marketing Officer; Director | Not disclosed; integral to 2011 IPO | Led merchandising/marketing; IPO execution impact |
| Bath & Body Works; Rite Aid; Procter & Gamble | Various leadership positions | Not disclosed | Consumer retail and CPG operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rent the Runway | Director | Since Mar 2013 | Ongoing board service |
| Howard Hughes Holdings, Inc. | Director | Not disclosed | Ongoing board service |
| Crocs, Inc. | Director | Not disclosed | Ongoing board service; BRLT interlock: BRLT director Ian M. Bickley also serves on Crocs’ board |
| Cooper’s Hawk | Director and Advisor (private) | Not disclosed | Advisory role |
| Revolution Venture | Venture Partner | Not disclosed | Focus on early-stage consumer investments |
Board Governance
- Independence: The Board affirmatively determined Beth J. Kaplan is independent under Nasdaq rules; she is not an employee and meets additional independence standards used by BRLT .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance and engagement: The Board met five times in FY2024; each director attended at least 75% of Board/committee meetings. Committee cadence in FY2024: Audit (9), Compensation (5), Nominating & Corporate Governance (3) .
- Board leadership: Executive Chair (not independent); no Lead Independent Director currently; independent committee leadership emphasized .
- Controlled company: BRLT is a “controlled company” under Nasdaq due to Mainsail and Just Rocks’ aggregate voting power and may rely on governance exemptions, though committees are presently fully independent .
Fixed Compensation
| Component | 2024 BRLT Director Program Terms | 2024 Actual (Kaplan) |
|---|---|---|
| Annual cash retainer | $50,000 per non-employee director | $64,000 (includes $14,000 Compensation Chair fee) |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $14,000; Nominating & Governance Chair: $8,000 | Compensation Chair fee embedded in cash |
| Meeting fees | Not disclosed | Not disclosed |
| Retainer RSU election | Option to receive RSUs in lieu of retainer; auto grant at annual meeting; vests by next annual meeting/1 year | Not disclosed |
Performance Compensation
| Equity Component | Grant Basis | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Annual RSU grant | Fixed grant sized at $140,000 (value-based) at each annual meeting for continuing non-employee directors | Vests on earlier of first anniversary or next annual meeting; service-based only (no performance metrics) | Initial and annual RSUs fully vest; any options or equity become exercisable immediately prior to change in control |
| Performance metrics for directors | Not applicable | Not applicable | Not applicable |
| 2024 stock awards (Kaplan) | — | $142,257 grant-date fair value | — |
BRLT states it has not granted options or option-like instruments to service providers since 2021; director equity is time-based RSUs rather than performance-based awards .
Other Directorships & Interlocks
- Crocs Interlock: Both Kaplan and BRLT director Ian M. Bickley serve on Crocs’ board; Crocs is a footwear/lifestyle brand, not a direct jewelry competitor, but the interlock can facilitate information flow and network leverage without obvious competitive conflict .
- Additional boards: Rent the Runway, Howard Hughes Holdings; private advisory at Cooper’s Hawk .
Expertise & Qualifications
- Sector expertise: Deep operating leadership across retail, apparel, wellness, and consumer brands; experience in IPO execution (GNC 2011) .
- Education: BS and MBA, Wharton School, University of Pennsylvania .
- Board skills: Compensation oversight (Committee Chair), governance experience, consumer growth/operator perspective .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Class A Common Stock (beneficial) | 167,831 (1.2%) | Comprised of 69,074 shares, 56,451 RSUs vesting within 60 days of 4/22/2025, and 42,306 options exercisable within 60 days |
| Class B Common Stock (beneficial) | 255,066 (<1%) | Class B converts into Class A upon transfer; 1 vote per share |
| Unvested RSUs outstanding (as of 12/31/2024) | 56,451 | Director equity outstanding |
| Options outstanding (Class A) | 42,306 shares | Options outstanding at year-end; option strike not disclosed in director table |
| LLC Interests | None disclosed | No unvested LLC Interests shown |
| Pledging/Hedging | Prohibited by policy for directors (no pledging allowed) | Anti-hedging and anti-pledging policy |
Governance Assessment
- Committee leadership and independence: Kaplan chairs the Compensation Committee and sits on Nominating & Governance; BRLT confirms her independence under Nasdaq rules, with fully independent committee membership—positive for investor confidence .
- Attendance: Directors met minimum expectations (≥75%) across Board and committee meetings in 2024; committee cadence indicates active oversight (Compensation met 5x) .
- Compensation mix and alignment: Director pay combines modest cash retainer plus equity RSUs with annual vesting; RSUs are service-based without performance metrics—typical for directors and aligned to shareholder value through equity, though not explicitly performance-contingent .
- Consultant independence: Compensation Committee engaged Compensia in 2024 for executive compensation decisions; BRLT discloses consultant use under committee authority—standard practice, no conflicts disclosed .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Kaplan; interlock with Crocs does not indicate a supplier/customer conflict for BRLT; Company operates under a Stockholders Agreement and TRA primarily involving founders/major holders, not Kaplan .
- Risk controls: Anti-hedging/anti-pledging and clawback policy (for executives) are in place, strengthening governance posture; committee charters and risk oversight roles documented .
- RED FLAGS: Controlled company status can reduce governance protections if exemptions are utilized; currently committees are independent and chartered, but future reliance on exemptions remains a monitoring point . No director-specific red flags (e.g., low attendance, related-party transactions, hedging/pledging) disclosed for Kaplan .
Overall, Kaplan’s compensation chair role, independent status, and consumer-operator background support board effectiveness; the controlled company structure is the principal governance risk to monitor rather than Kaplan-specific concerns .