Stefan Kaluzny

About Stefan L. Kaluzny

Stefan L. Kaluzny (age 58) is co‑founder and Managing Director of Sycamore Partners and has served on Torrid’s Board since July 2021, with prior service on other Torrid entities since June 2013. His background includes Managing Director at Golden Gate Capital (2000–Jan 2011), co‑founder/CEO of Delray Farms, and roles at Bain & Company and L.E.K.; he holds an MBA from Harvard (Baker Scholar) and a BA from Yale. He currently chairs Torrid’s Board and brings expertise in retail merchandising, finance/capital structure, strategic planning, and governance; he also serves on Phillips Academy’s Board of Trustees and previously served on the Yale University Investment Committee .

Past Roles

External Roles

Board Governance

• Board Chair; Class I director (term to 2025; nominee for term expiring 2028) .
• Committee assignments:
  • Compensation Committee: Chair .
  • Nominating & Corporate Governance Committee: Member .
  • Audit Committee: Not a member .
• Independence: Non‑independent; Board designates independent directors as Killion, Nikolov, Shaffer; CURV is a “controlled company” under NYSE rules due to Sycamore’s majority control and relies on exemptions (e.g., majority independent board, fully independent comp/nom‑gov committees) .
• Lead Independent Director: Theophlius Killion .
• Attendance: FY2024 Board met 6 times; Audit 5; Compensation 4; Nominating & Corporate Governance 4. All directors attended ≥75% of applicable meetings except Mr. Kaluzny (shortfall) .
• Stockholders’ Agreement: Sycamore has director designation rights proportionate to ownership; while ≥50% ownership, entitled to designate a majority of the Board .
• Compensation Committee interlocks: Company discloses no compensation committee interlocks with other companies’ executives/directors .

Fixed Compensation

Notes:

• Independent Director Compensation Program provides $100,000 cash retainer plus $15,000 per committee chair and annual RSUs ($125,000 grant date value), but this does not apply to Sycamore‑appointed directors like Mr. Kaluzny (no cash/equity) .
• Stock Ownership Guidelines adopted Dec 2024 require non‑employee directors to hold 5× annual cash retainer and retain at least 50% of net after‑tax shares until met; application to Sycamore‑appointed directors is limited given no director compensation/equity grants from CURV .

Performance Compensation

Other Directorships & Interlocks

Related Party Transactions (Affiliates of Sycamore)

Governance note: Related‑party transactions are reviewed/approved under CURV’s Related Party Transactions Policy by the Audit Committee .

Expertise & Qualifications

• Financial, retail merchandising, capital structure, strategic planning, leadership of complex organizations; governance practices .
• Education: MBA (Harvard, Baker Scholar); BA (Yale) .
• External governance roles: Phillips Academy trustee; prior Yale Investment Committee .

Equity Ownership

Notes:

• Alignment is primarily via Sycamore’s controlling stake; no personal beneficial ownership reported for Mr. Kaluzny in CURV’s table .
• Pledging/hedging: Company insider trading policy prohibits trading while in possession of MNPI and restricts policies via pre‑clearance/10b5‑1 plans; hedging policy details not separately disclosed in proxy section, but insider policy filed with 10‑K .

Governance Assessment

• Board effectiveness and independence: Mr. Kaluzny is Board Chair and Compensation Committee Chair while non‑independent and affiliated with the controlling stockholder. CURV relies on “controlled company” NYSE exemptions, allowing non‑independent membership and leadership on key committees, which reduces minority investor safeguards despite disclosed charters/processes .
• Attendance and engagement: Attendance shortfall—he did not meet the ≥75% threshold in FY2024 while other directors did, suggesting lower engagement relative to peers (RED FLAG) .
• Conflicts/related‑party exposure: Multiple material transactions with Sycamore affiliates (Hot Topic services; MGF Sourcing ~8% of purchases; balances owed), elevating conflict risk; mitigated by Audit Committee oversight under the Related Party Transactions Policy, but ongoing reliance is a persistent governance risk (RED FLAG) .
• Compensation alignment: No CURV director cash/equity compensation for Sycamore‑appointed directors, and no personal beneficial ownership disclosed for Mr. Kaluzny; alignment is via Sycamore’s 70.46% ownership, not individual holdings. Stock ownership guidelines exist but may have limited practical effect for Sycamore‑appointed directors given no grants/retainers (mixed signal for individual alignment) .
• Committee leadership: As Compensation Committee Chair, he oversees CEO/director pay and recovery/clawback policy administration. Committee composition includes non‑independent members; company asserts compliance with SEC/NYSE requirements, but structure reflects controlled‑company exemptions rather than best‑practice independence (risk indicator for pay governance) .
• Lead Independent Director structure: Presence of a Lead Independent Director (Killion) provides some counterbalance, including executive session leadership and shareholder engagement, partially mitigating concentration of power .
• Interlocks: Company discloses no compensation committee interlocks with other companies’ executives/directors (positive) .

Overall: Governance reflects controlled‑company dynamics with concentrated influence by Sycamore. The combination of non‑independent chairing of the Board and Compensation Committee, material related‑party transactions, and attendance shortfall are notable red flags. Mitigants include formal policies (related‑party approval, clawback, stock ownership guidelines), independent Audit Committee, and a Lead Independent Director, but minority investors should discount governance quality and monitor committee decisions, related‑party terms, and engagement metrics closely .