Andrea K. Tarbox
About Andrea K. Tarbox
Andrea K. Tarbox is an independent director of Solo Brands, Inc. (NYSE: DTC), serving on the board since August 2021. She is age 75, holds a B.A. in Psychology from Connecticut College and an MBA from the University of Rhode Island, and previously served as Solo Brands’ Interim Chief Financial Officer from December 10, 2023 to February 5, 2024, stepping down from committees during that interim officer period . Her background includes senior finance leadership and public company CFO experience with a track record in acquisitions and integrations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solo Brands, Inc. (DTC) | Interim Chief Financial Officer | Dec 10, 2023 – Feb 5, 2024 | Stepped down from committees while serving as an officer |
| KapStone Paper & Packaging (NYSE: KS) | Chief Financial Officer & Vice President | 2007 – 2018 | Led finance; significant acquisition/integration experience |
| Live Oak Acquisition Corp. (formerly NYSE: LOAK) | CFO & Director | May 2020 – Dec 2020 | SPAC finance and governance experience |
| Live Oak Acquisition Corp. II (formerly NYSE: LOKB) | CFO & Director | Dec 2020 – Oct 2021 | SPAC finance and governance experience |
| Uniscribe Professional Services | Finance/Operations positions | Not disclosed | Document management sector exposure |
| Gartner Inc. | Finance/Operations positions | Not disclosed | Research and advisory sector exposure |
| British Petroleum p.l.c. (NYSE: BP) | Finance/Operations positions | Not disclosed | Energy industry exposure |
| Fortune Brands, Inc. | Finance/Operations positions | Not disclosed | Diversified consumer exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Live Oak Acquisition Corp. V (NASDAQ: LOKVU) | Director | Since Feb 2025 | Committee roles not disclosed |
| Live Oak Acquisition Corp. (LOAK) | CFO & Director | May 2020 – Dec 2020 | Completed SPAC lifecycle activities |
| Live Oak Acquisition Corp. II (LOKB) | CFO & Director | Dec 2020 – Oct 2021 | Completed SPAC lifecycle activities |
Board Governance
- Committee assignments: Audit Committee Chair and member of the Nominating & Corporate Governance Committee; Audit Committee members are Tarbox (Chair), Michael C. Dennison, and David Powers .
- Independence: Board determined Tarbox is independent under NYSE listing standards; she stepped off committees during her interim CFO service and later returned to independent status .
- Financial expertise: Designated “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Attendance and engagement: Board met seven times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; non‑management directors meet in regular executive sessions under a separate Chairman and Lead Director structure .
- Audit oversight context: The Audit Committee reported material weaknesses in internal control over financial reporting in 2023 and 2024; in April 2025, the Audit Committee changed the auditor from EY to BDO and filed the required 8‑K disclosures .
- Committee activity: Audit Committee met four times; Compensation Committee six times; Nominating & Corporate Governance Committee four times in 2024 .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash fees (director retainer, committee/chair retainers, plus special advisory fee) | 302,840 | Includes $12,361 partial-year Audit Chair fee and $6,155 Nominating & Governance member fee; plus $224,324 cash for services “as a director providing guidance to the new Chief Financial Officer”; she stepped off committees while interim CFO |
| Stock awards (RSUs) – grant date fair value | 151,878 | Director RSUs vest at the earlier of the day immediately preceding the next annual meeting or first anniversary of grant, subject to service |
| All other compensation | 189,656 | Salary for Interim CFO service Jan 1, 2024 – Feb 4, 2024 |
| Total | 644,374 | Sum of components |
Director retainer schedule (current policy as of Oct 2024):
| Role | Annual Retainer ($) |
|---|---|
| Non‑employee director (base) | 60,000 |
| Chair of the Board | +20,000 |
| Lead Independent Director | +15,000 |
| Audit Chair / Member | +20,000 / +10,000 |
| Compensation Chair / Member | +15,000 / +7,500 |
| Nominating & Governance Chair / Member | +15,000 / +7,500 |
Performance Compensation
| Equity Type | Grant/Status | Units (#) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director) | Unvested at 12/31/2024 | 81,218 | 151,878 (2024 grants) | Time‑based: earlier of the day before next annual meeting or 1‑year anniversary, subject to service | None disclosed; no TSR/financial metrics for director RSUs |
The company did not grant director stock options in 2024 and does not have option grant policies for directors at this time .
Other Directorships & Interlocks
- Current public company board: Live Oak Acquisition Corp. V (NASDAQ: LOKVU) – Director since Feb 2025 .
- Prior public company SPAC boards: Live Oak Acquisition Corp (LOAK) and Live Oak Acquisition Corp II (LOKB) – CFO and director roles in 2020–2021 .
- Control shareholder context: Summit Partners retains board nomination rights and size control under the Stockholders Agreement; Tarbox is not an affiliate of Summit Partners and receives standard non‑employee director compensation .
Expertise & Qualifications
- Extensive CFO and accounting background; public company financial leadership and acquisition/integration experience .
- Audit Committee Chair and “audit committee financial expert,” enhancing board oversight of financial reporting and controls .
- Industry breadth: consumer products and diversified sectors via KapStone, BP, Fortune Brands, Gartner, and document management .
- Formal education: B.A. (Connecticut College) and MBA (University of Rhode Island) .
Equity Ownership
| Holder | Class A Beneficially Owned (#) | Class B Beneficially Owned (#) | RSUs Vesting Within 60 Days (#) | Ownership as % of Outstanding |
|---|---|---|---|---|
| Andrea K. Tarbox | 164,036 | 10,967 | 81,218 | <1% of voting power and shares outstanding |
- Anti‑hedging: Company policy prohibits directors from hedging or engaging in derivative transactions that offset decreases in the market value of DTC equity .
- Pledging: No pledging disclosures specific to Tarbox in the proxy; none indicated .
Governance Assessment
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Strengths:
- Audit Committee Chair with audit committee financial expert designation enhances credibility of financial oversight and risk management .
- Board independence affirmation and committee stepping‑off during interim CFO service reflect appropriate governance controls around independence .
- Regular executive sessions and defined Lead Director responsibilities support board effectiveness and independent oversight .
- Anti‑hedging policy aligns director incentives with long‑term shareholder value .
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Concerns and monitoring items:
- RED FLAG: Material weaknesses in internal control over financial reporting disclosed for 2023 and 2024; as Audit Chair, Tarbox’s oversight is central to remediation—investors should monitor remediation progress and control testing outcomes .
- Auditor transition from EY to BDO in April 2025 amid control weaknesses is a notable signal; not inherently negative, but merits close follow‑up on audit quality and independence .
- RED FLAG: Additional $224,324 cash paid for advisory services “as a director providing guidance to the new CFO” goes beyond standard director retainer structure and could blur lines between oversight and management support; disclosure mitigates transparency, but investors should monitor for repeat or expanded paid advisory roles that could affect independence perceptions .
- Structural governance: Summit Partners’ nomination and board size rights and the Up‑C structure concentrate influence; while Tarbox is independent, overall governance context warrants attention to minority shareholder protections .
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Overall signal: Tarbox brings deep finance and audit oversight experience; however, the presence of repeated control weaknesses, auditor change, and non‑standard advisory compensation elevate governance risk and warrant active monitoring of remediation milestones, committee rigor, and future compensation practices .