Valeria Rico Nikolov
About Valeria Rico Nikolov
Independent Class III director at Torrid Holdings (CURV) since September 2021; currently founder and Chief Executive Officer of GGA Solutions. Previously CEO of Confie Seguros (2014–2016), COO (2013–2014), and Chief Strategy Officer (2012–2013); CEO & President of Lexicon Marketing (2004–2011); former director at Herbalife Nutrition (2006–2009). Holds a law degree from Complutense University of Madrid; age 60 as of April 15, 2024; current director term runs through fiscal 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GGA Solutions | Founder & CEO | Current | Outsourced customer/back-office operations expertise |
| Confie Seguros | CEO | Nov 2014–Nov 2016 | Led one of largest U.S. personal lines insurance distributors |
| Confie Seguros | COO | Aug 2013–Nov 2014 | Operational leadership |
| Confie Seguros | Chief Strategy Officer | Aug 2012–Aug 2013 | Strategy development |
| Lexicon Marketing | CEO & President | 2004–2011 | Marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Herbalife Nutrition | Director | Mar 2006–Mar 2009 | Prior public company directorship |
| Phoenix House California | Director | Current | Non-profit board; behavioral health services |
| The Buckley School | Board of Trustees | Current | Academic institution trustee |
Board Governance
- Committee assignments: Audit Committee member (not Chair). Audit Committee comprised of Michael Shaffer (Chair), Theophlius Killion, and Valeria Rico Nikolov; all independent under NYSE Rule 303A.02 and Exchange Act Rule 10A-3 .
- Independence: Board identifies Nikolov as an “independent director” under NYSE rules; Torrid is a “controlled company” (Sycamore Partners affiliates hold majority voting power) and relies on NYSE exemptions (e.g., majority-independent board not required; committees may include non-independent directors) .
- Attendance and engagement: In fiscal 2023, Board held 4 meetings; Audit 5; Compensation 4; Nominating & Corporate Governance 4. All directors attended at least 75% of Board/committee meetings during tenure except Mr. Kaluzny; all directors attended the 2023 Annual Meeting .
- Tenure/class: Class III director; term extended to fiscal 2027 following 2024 election .
- Risk oversight: Audit Committee oversees risk, including financial reporting and related person transactions; Board conducts annual self-evaluations; Mr. Killion serves as Lead Independent Director .
Fixed Compensation
Director compensation program (effective June 30, 2021): $100,000 annual cash retainer for independent directors; $15,000 annual chair fee per committee (Audit, Compensation, Nominating & Corporate Governance); annual RSU grant with $125,000 grant-date fair value, vesting on first anniversary; Sycamore-appointed directors receive no compensation .
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 35,278 | 100,000 | 100,000 | 100,000 |
| Stock Awards (Fair Value, $) | 160,704 | 125,000 | 125,000 | 125,000 |
| Total ($) | 195,982 | 225,000 | 225,000 | 225,000 |
| RSU Vesting Convention | 1-year time-based | 1-year time-based | 1-year time-based | 1-year time-based |
| Meeting Fees | Not disclosed (none indicated) | |||
| Chair Fees Received | None (not a chair) |
Performance Compensation
- Structure: Annual RSU grants to independent directors are time-based only; no performance metrics disclosed for director equity awards .
| Element | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Annual RSU Grant Fair Value ($) | 160,704 (initial grant post-appointment) | 125,000 | 125,000 | 125,000 |
| Vesting Schedule | One-year cliff vest | One-year cliff vest | One-year cliff vest | One-year cliff vest |
| Performance Metrics | None (time-based RSUs) |
No options/PSUs are disclosed for non-employee directors; director equity is entirely time-based RSUs under the LTIP .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| Herbalife Nutrition | Director | Mar 2006–Mar 2009 | Prior public board service |
- Compensation Committee interlocks: None disclosed for Torrid directors (no overlapping comp committee relationships with other companies) .
Expertise & Qualifications
- Skills and domain knowledge: Marketing, finance, human capital management, strategic planning, leadership of complex organizations; board practices of major corporations .
- Education: Law degree from Complutense University of Madrid .
Equity Ownership
| As-Of Date | Common Stock | Awards Vesting Within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Apr 17, 2023 (outstanding 103,827,701) | 5,952 | 21,477 | 27,429 | <1% |
| Apr 15, 2024 (outstanding 104,345,518) | 2,049 | 49,408 | 51,457 | <1% |
| Apr 15, 2025 (outstanding 104,992,731) | 51,457 | 18,768 | 70,225 | <1% |
RSUs outstanding (not limited to 60-day window):
| As-Of Date | Outstanding RSUs |
|---|---|
| Jan 28, 2023 | 21,477 |
| Feb 3, 2024 | 49,408 |
| Feb 1, 2025 | 18,768 |
- Hedging/pledging policy: Company prohibits hedging transactions (e.g., collars, swaps) and pledging/margin accounts for directors, officers, and employees—reducing misalignment risks; insider trading procedures in place, including pre-clearance and 10b5-1 plans .
- Stock ownership guidelines: Not disclosed for directors in the proxy materials reviewed.
Governance Assessment
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Strengths
- Independent Audit Committee membership; clear oversight of financial reporting and related-party transactions; Audit Committee met five times in FY2024 and recommended inclusion of audited financials in the 10-K .
- Documented independence under NYSE rules; consistent director RSU grants that align pay with shareholder outcomes via time-based equity .
- Attendance: met at least 75% threshold in FY2023; active involvement across committee workstreams .
- Robust insider trading and anti-hedging/pledging policies reduce alignment risks .
-
Potential concerns and monitoring points
- Controlled company status: Board relies on NYSE exemptions (e.g., majority independence not required), and principal stockholders can designate a majority of directors—elevated governance risk and potential influence over nominations and board evaluations. Monitor independence and committee autonomy, especially compensation and nom/gov .
- Board removal rights: While Sycamore holds ≥50% voting power, directors may be removed with or without cause by majority vote; post-threshold, removal for cause requires 75%—investor protection considerations in controlled context .
- Attendance: one director (Kaluzny) fell below 75% in FY2023—no issue disclosed for Nikolov, but continued monitoring advisable .
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Conflicts/related-party exposure
- No related-party transactions disclosed involving Nikolov; Audit Committee charter includes review/approval of related person transactions .
- Compensation committee interlocks: none disclosed—reduces external compensation influence risks .
Overall signal: Nikolov’s independent Audit Committee role, governance experience, and time-based equity align with investor confidence, but controlled company dynamics warrant continued scrutiny of board independence, committee composition, and nomination processes .