Michael Shaffer
About Michael Shaffer
Michael Shaffer (age 62) is an independent Class II director at Torrid Holdings Inc. (CURV), serving since May 2022, with his current term expiring at the fiscal year 2026 annual meeting. He is Chair of the Audit Committee and designated an “audit committee financial expert.” Shaffer is a former EVP, COO and CFO of PVH Corp. and holds a bachelor’s degree in accounting from George Washington University; he is a CPA. The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PVH Corp. | Executive Vice President, Chief Operating Officer and Chief Financial Officer; earlier roles across accounting and operations | 1990–Sep 2021 | Senior finance and operations leadership at global apparel company; guided BRAAVE initiative as executive sponsor |
| PVH Corp. | Financial Budget Manager; Director of Accounting Operations; Vice President & Controller; SVP of Operations | 1990–various prior to EVP/CFO/COO | Progressively senior finance/ops roles building governance/controls experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G-III Apparel Group, Ltd. | Director; Chair of Audit Committee | Current | Leads audit oversight, financial reporting and independence; enhances apparel-sector governance insights |
| Build-A-Bear Workshop | Director; Chairman of Audit Committee | ~5 years (prior) | Chaired audit; strengthened audit quality and oversight |
| The Children’s Place | Director; Audit Committee member | May 2023–Mar 2024 | Audit oversight during a challenging retail period |
Board Governance
- Independence: Independent director (NYSE); CURV is a “controlled company” under NYSE due to Sycamore’s majority voting power, using exemptions from certain governance requirements. Lead Independent Director is Theophlius Killion; Board Chair is Stefan Kaluzny .
- Attendance: FY2024—Board met 6 times; Audit Committee 5; all directors attended at least 75% of meetings and the 2024 annual meeting, except Mr. Kaluzny (Shaffer met the threshold) .
- Audit Committee financial expert: Board determined Shaffer meets SEC Item 407(d)(5) definition .
- Related party oversight: Audit Committee reviews and approves related party transactions under a formal policy .
| Committee | Members | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Michael Shaffer; Theophlius Killion; Valeria Rico Nikolov | Michael Shaffer | 5 |
| Compensation | Stefan L. Kaluzny; Theophlius Killion; Dary Kopelioff | Stefan L. Kaluzny | 4 |
| Nominating & Corporate Governance | Dary Kopelioff; Stefan L. Kaluzny; Lisa M. Harper | Dary Kopelioff | 4 |
Fixed Compensation
- Independent Director Compensation Program:
- Cash retainer: $100,000 per year for Board service
- Committee chair fee: $15,000 per year per chair role (Audit, Compensation, Nominating/Corporate Governance)
- Non-employee independent directors generally receive annual RSUs with grant date fair value of $125,000 (equity details in next section) .
- FY2024 actual for Shaffer: $115,000 cash fees (retainer + Audit Chair fee); $125,000 stock award; total $240,000 .
| Component | FY2024 Amount |
|---|---|
| Board cash retainer | $100,000 |
| Audit Committee Chair cash fee | $15,000 |
| Total cash fees | $115,000 |
| RSU grant (grant date fair value) | $125,000 |
| Total director compensation | $240,000 |
Performance Compensation
- Equity structure: Non-employee independent directors generally receive annual RSUs under the LTIP with grant date fair value of $125,000; RSUs vest on the one-year anniversary of grant, subject to continued service .
- No director performance-based equity (no PSU metrics) disclosed for directors; RSUs are time-based.
- Stock Ownership Guidelines adopted Dec 2024: Non-employee directors must hold 5× annual cash retainer; until met, required to retain at least 50% of net after-tax shares from equity awards .
| Metric | Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity | RSUs | $125,000 | 1-year cliff vest | None (time-based only) |
| Ownership guideline | N/A | 5× annual cash retainer | Ongoing | Retain 50% of net shares until guideline met |
Other Directorships & Interlocks
- Current public company: G-III Apparel Group, Ltd. (Audit Chair) .
- Prior public company: The Children’s Place (Audit Committee member), Build-A-Bear Workshop (Audit Chair) .
- Interlocks/conflicts: CURV is controlled by Sycamore; several related-party transactions involve Sycamore affiliates (Hot Topic services; MGF Sourcing supplier). As Audit Chair, Shaffer oversees approval of related party transactions, a critical governance safeguard .
- Hot Topic services: $2.1 million charged in FY2024; $0.6 million owed at FYE .
- Reverse services to Hot Topic: $0.6 million charged in FY2024; $0.1 million receivable at FYE .
- MGF Sourcing purchases: $38.7 million (≈8% of net purchases) in FY2024; $7.9 million owed at FYE .
- No Shaffer-specific related party transactions disclosed .
Expertise & Qualifications
- Financial leadership: Former CFO/COO at PVH; extensive accounting, controls, and operational experience .
- Audit oversight: Multiple audit chair roles (G-III, Build-A-Bear); designated “financial expert” at CURV .
- Education/credentials: Bachelor’s in accounting (George Washington University); CPA .
- ESG and governance: Experience cited in finance, ESG, and governance practices .
Equity Ownership
| Holder | Common Stock | Awards Vesting ≤60 Days (RSUs/Options) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Michael Shaffer | 68,290 | 18,768 | 87,058 | <1% |
| Note | As of April 15, 2025 | RSUs outstanding 18,768 as of Feb 1, 2025 | Aggregate per SEC beneficial ownership rules | Based on 104,992,731 shares outstanding |
- Pledging/hedging: Insider trading policy outlines pre-clearance, open windows, and 10b5-1 plans; no disclosure of share pledging by Shaffer .
- Ownership guidelines: 5× cash retainer requirement for non-employee directors adopted Dec 2024; individual compliance status not disclosed .
Governance Assessment
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Strengths
- Independent Audit Chair with “financial expert” designation; strong audit credentials and retail finance background .
- Documented committee activity and attendance (≥75%); Board/Audit Committee met 6 and 5 times respectively in FY2024 .
- Formal Related Party Transactions Policy with Audit Committee approval; presence of independent directors provides counterbalance in a controlled company structure .
-
Risks and RED FLAGS
- Controlled company status: Sycamore’s majority voting power triggers NYSE exemptions (majority independence not required; committees may include non-independent directors). This elevates reliance on independent directors like Shaffer for rigorous oversight .
- Significant related-party exposure with Sycamore affiliates (Hot Topic, MGF Sourcing). While policy exists, sustained volume and services require continued scrutiny to ensure arm’s length terms and investor alignment .
- Ownership guideline compliance detail not disclosed; clarity on director-level compliance could improve alignment transparency .
-
Compensation/Alignment
- Director cash/equity mix is standard (cash retainer + chair fee; annual time-based RSUs). Lack of performance-linked equity for directors is typical but places alignment emphasis on ownership guidelines .
-
Engagement Signals
- Lead Independent Director structure and committee self-evaluations conducted in Dec 2024 suggest ongoing governance process rigor; Audit Committee report indicates active oversight and auditor independence monitoring .
Overall, Shaffer’s audit leadership and independence are positives for investor confidence amid controlled-company governance dynamics and related-party transaction exposure. Continued transparency on RPT terms and ownership guideline compliance would further strengthen alignment .