Lisa Harper
About Lisa Harper
Lisa M. Harper, age 65, is Chief Executive Officer of Torrid Holdings Inc. (CURV) since May 3, 2022 and has served on Torrid’s board (and its predecessor) since 2008; she is a Class I director up for re-election with a term to 2028 and sits on the Nominating & Corporate Governance Committee . She attended the University of North Carolina at Chapel Hill and previously led Belk (including its expedited one‑day Chapter 11 restructuring in 2021), Gymboree (CEO/Chairman), and Torrid/Hot Topic (CEO) . During Harper’s tenure as PEO, pay-versus-performance disclosures show TSR rising from $56.35 to $80.05 on a $100 base between FY2023 and FY2024, and Net Income increasing from $11.6 million to $16.3 million; the company’s Annual Incentive Plan for FY2024 paid 88.5% of target based on Adjusted EBITDA versus a ~$116 million target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Torrid Holding Corp. / Hot Topic | Chief Executive Officer (Torrid/Hot Topic) | 2011–2016 | Led multi-channel retail merchandising and strategy; board practices experience . |
| Belk | Chief Executive Officer | 2016–2021 | Led operations and executed expedited pre-packaged one-day Chapter 11 restructuring (emerged from bankruptcy) . |
| Belk | Executive Chairperson | 2021–2022 | Oversight through post-restructuring transition . |
| Gymboree | CEO; Vice Chair; Chairman; Chief Creative Officer | 2001–2006 | Drove brand strategy and governance as CEO/Chairman; product/creative leadership . |
| Various apparel retailers (Limited Too, Esprit, GapKids, Mervyn’s, Levi Strauss) | Merchandising/Design roles | Prior to 2001 | Merchandising/design expertise across leading retailers . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hot Topic | Director | Current | Board service alongside Sycamore affiliate exposure . |
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | 1,038,461 | 999,999 |
| Target Bonus (% of salary) | 150% | 150% |
| Actual Annual Bonus ($) | 0 (FY2023 AIP paid 0%) | 1,327,500 |
| Stock Awards ($) | 200,000 | 625,000 |
| Option Awards ($) | 300,000 | 900,000 |
| All Other Compensation ($) | 341,678 | 14,651 |
| Total Compensation ($) | 1,880,139 | 3,867,150 |
Performance Compensation
- Annual Incentive Plan (AIP)
- Metric: Adjusted EBITDA (single-metric plan)
- FY2024 Target Adjusted EBITDA: ~$116 million
- FY2024 Payout: 88.5% of target
- PSUs (CEO award granted May 3, 2022)
- VWAP Targets: 25% at $15; 50% at $20; 75% at $25; 100% at $30 (three-year performance period)
- Time-vesting: equal installments over first three anniversaries; performance vesting not achieved as of Feb 1, 2025
- Special RSU Awards: $25,000 grant to Harper on Dec 5, 2024, vested immediately (recognition award)
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| AIP (Cash) FY2024 | Adjusted EBITDA | 100% | ~$116m | 88.5% of target | Paid Q1 FY2025 |
| PSUs (Grant 5/3/22) | Stock price VWAP | Performance thresholds | $15/$20/$25/$30 VWAP | Not achieved as of 2/1/2025 | Time-vest over 3 years; performance-vest on VWAP |
| RSUs (FY2024 grants) | Service | N/A | N/A | N/A | 4-year ratable vest (annual) |
| Options (FY2023/FY2024) | Service | N/A | N/A | N/A | 4-year ratable vest (annual) |
Equity Ownership & Alignment
- Beneficial Ownership and Near-Term Vesting
- FY2024 (as of Apr 15, 2024): 5,670,790 shares; 5.42%
- FY2025 (as of Apr 15, 2025): 5,251,619 shares; 4.99%
- Awards vesting or exercisable within 60 days (FY2025): 177,705
| Period | Common Stock Owned | Awards Vesting/Exercisable ≤60 Days | Total Beneficial Ownership | Percentage Ownership |
|---|---|---|---|---|
| Apr 15, 2024 | 5,632,130 | 38,660 | 5,670,790 | 5.42% |
| Apr 15, 2025 | 5,073,914 | 177,705 | 5,251,619 | 4.99% |
- Outstanding CEO Equity (as of Feb 1, 2025; closing price $7.06)
- PSUs: 300,000 unearned (VWAP thresholds not met; market value shown for unearned units) $2,118,000
- Options:
- 3/27/23: 38,660 exercisable; 115,980 unexercisable; $3.23 strike; expire 3/27/2033
- 5/6/24: 285,715 unexercisable; $5.18 strike; expire 5/6/2034
- RSUs:
- 3/27/23: 46,440 unvested; $327,866
- 5/6/24: 115,831 unvested; $817,767
| Grant | Type | Quantity (Unvested/Unearned) | Strike/Terms | Expiration | Market Value ($) |
|---|---|---|---|---|---|
| 5/3/22 | PSUs | 300,000 | VWAP targets $15/$20/$25/$30 | N/A | 2,118,000 |
| 3/27/23 | Options | 115,980 unexercisable; 38,660 exercisable | $3.23 | 3/27/2033 | N/A |
| 5/6/24 | Options | 285,715 unexercisable | $5.18 | 5/6/2034 | N/A |
| 3/27/23 | RSUs | 46,440 | 4-year ratable vest | N/A | 327,866 |
| 5/6/24 | RSUs | 115,831 | 4-year ratable vest | N/A | 817,767 |
- Stock Ownership Guidelines: Adopted Dec 2024; CEO required to hold 5x base salary; 50% net after-tax retention until met .
- Hedging/Pledging: Company prohibits hedging and pledging/margin accounts for directors, officers, employees ; insider trading policy requires pre-clearance and allows only pre-approved 10b5‑1 plans .
Employment Terms
- Employment Agreement (May 3, 2022; no fixed term)
- Base salary initially $1,000,000; annual bonus target 150% of base; initial equity under LTIP; relocation reimbursement .
- Restrictive covenants: non-compete during employment and while receiving severance; 2-year non-solicit; non-disparagement; confidentiality; IP assignment .
- Severance (without cause or for good reason)
- Cash: 200% of base salary paid over 12 months .
- COBRA: Company-paid premiums up to 36 months or sooner if eligible elsewhere .
- Change-in-Control
- PSU agreement: deemed 100% time-vested at change in control, contingent on continued service to closing (performance condition remains per plan definitions) .
- Clawback: NYSE-compliant Compensation Recovery Policy covering executive incentive-based compensation over prior 3 fiscal years upon restatement .
- Tax Gross-ups: Company does not provide excise tax gross-ups under 280G/4999 .
- Cause/Good Reason definitions: detailed triggers, including material reduction of duties/salary; cure periods (e.g., 90 days for certain failures) .
Board Governance
- Board Composition: six directors; controlled company status under NYSE due to Sycamore affiliates; three independents (Killion, Nikolov, Shaffer) .
- Leadership: Chairperson Stefan Kaluzny; Lead Independent Director Theophlius Killion .
- Committees: Harper sits on Nominating & Corporate Governance; not on Audit or Compensation .
- Meetings/Attendance: FY2024 Board 6, Audit 5, Compensation 4, Nominating & Governance 4; all directors attended ≥75% except Mr. Kaluzny (Harper attended) .
- Director Compensation: As CEO, Harper receives no director compensation post-appointment; independent directors receive $100,000 cash retainer, $15,000 committee chair fees, and $125,000 annual RSUs .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR value of $100 investment | $42.06 | $56.35 | $80.05 |
| Net Income ($000s) | 50,209 | 11,619 | 16,318 |
- Achievements: Led Belk’s expedited pre-packaged Chapter 11 (emerged in one day); prior CEO roles across Gymboree and Torrid/Hot Topic underscore deep retail execution .
- FY2024 AIP payout at 88.5% indicates improving operating performance versus plan .
Compensation Committee Analysis
- Committee Members: Kaluzny (Chair), Killion, Kopelioff; uses independent consultant Exequity LLP; independence assessed, no conflicts .
- Pay Philosophy: pay-for-performance with cash incentives tied to Adjusted EBITDA and substantial equity mix (RSUs/options/PSUs) .
Equity Ownership & Alignment Details
- Controlled ownership context: Sycamore holds ~70.46% of shares (as of Apr 15, 2025), influencing board designation rights; Harper’s personal stake ~5% aligns but minority versus sponsor .
- Near-term supply: 177,705 awards vest/exercisable within 60 days of Apr 15, 2025, a potential minor overhang .
- Policies: strict anti-hedging/pledging; CEO 5x salary ownership guideline promotes alignment .
Related Party Transactions and Interlocks
- Harper is a director at Hot Topic, a Sycamore affiliate; Torrid and Hot Topic maintain service agreements (e.g., real estate/IT services), with FY2024 charges of $2.1 million and fees owed/receivable balances disclosed; MGF Sourcing (Sycamore affiliate) accounted for ~$38.7 million of COGS (~8%) in FY2024 . These transactions are overseen under the Related Party Transactions Policy via Audit Committee approval .
Risk Indicators & Red Flags
- Controlled company exemptions from certain NYSE governance requirements; mitigants include Lead Independent Director and three independent directors .
- PSU hurdles not met as of Feb 1, 2025 (VWAP targets), signaling equity remains performance contingent rather than guaranteed .
- No excise tax gross-ups; robust clawback; prohibitions on hedging/pledging reduce misalignment risk .
Compensation Structure Signals (Y/Y Mix)
- Shift toward equity in FY2024 (higher stock/option grant values versus FY2023) while reinstating bonus payout tied to EBITDA; special $25,000 RSUs recognize contributions without materially altering risk profile .
- PSU design uses stringent stock price VWAP hurdles; options granted with strikes ($3.23/$5.18) that were in-the-money at $7.06 closing price on Jan 31, 2025, supporting aligned upside (values computed in table; closing price provided in footnote within the table).
Say-on-Pay & Shareholder Feedback
- Advisory say-on-pay proposal presented annually; no historical approval percentages disclosed in proxy; Board/Comp Committee commit to engage and align with best practices .
Equity Award Vesting and Potential Insider Selling Pressure
| Award | Vesting Cadence | Next Key Dates |
|---|---|---|
| RSUs (3/27/23; 5/6/24 grants) | Annual ratable over 4 years | Each anniversary through 2027/2028 |
| Options (3/27/23; 5/6/24) | Annual ratable over 4 years; expirations in 2033/2034 | Anniversaries 2025–2028; expirations 2033/2034 |
| PSUs (5/3/22) | Time-vest over 3 anniversaries; performance vest on VWAP targets | Through 2025; performance still not met as of 2/1/2025 |
Pre-approved 10b5‑1 trading plans are required for trading when under MNPI; equity award granting practices avoid MNPI timing; option grant timing example provided (Apr 2, 2024)—strike $4.51; −0.2% post-MNPI change—suggests no opportunistic timing .
Investment Implications
- Alignment: CEO ownership ~5% plus strict ownership guidelines, clawback, and anti-hedging/pledging policies indicate strong alignment; PSU hurdles not met preserve performance linkage .
- Retention: Generous severance (2x salary + up to 36 months COBRA) and multi-year equity vesting support retention; non-compete/non-solicit covenants reduce transition risk .
- Trading Signals: Scheduled RSU/option vesting and ~177,705 awards vest/exercisable within 60 days (as of Apr 15, 2025) represent modest near-term supply; options in-the-money at $7.06 may enable exercises under 10b5‑1 plans .
- Governance: Controlled company status persists, but independent oversight mechanisms (Lead Independent Director; Audit/Comp committee independence) and related-party scrutiny mitigate sponsor influence risks .
- Execution: Improving Net Income and AIP payout recovery in FY2024, plus deep turnaround experience (Belk/Gymboree), support confidence; equity remains performance-levered via VWAP PSUs .