Jeff Yurcisin
About Jeff Yurcisin
Jeff Yurcisin, 50, has served as Grove Collaborative’s Chief Executive Officer and a director since August 2023. He holds a BA in Economics from Princeton University and an MBA from Harvard Business School . Before joining Grove, he led Zulily as President & CEO (2018–2022) and held multiple senior roles at Amazon, including VP, Private Brands; VP, Amazon Clothing; and CEO of Shopbop (CEO from 2008) . Under Grove’s incentive plan design, 2023 performance achieved an adjusted EBITDA loss of $9.2 million, which paid at 200% of target pre-individual adjustments; in 2024 the AIP weighted net revenue and adjusted EBITDA 50%/50% with a CEO payout of $305,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Madrona Venture Group | Executive in Residence | Nov 2022–Jul 2023 | Venture operating/advisory role with exposure to scaling tech companies |
| Zulily | President & CEO | Aug 2018–Mar 2022 | Led an ecommerce company through multi-year operating cycles |
| Amazon | VP, Private Brands | 2015–2018 | Oversaw private brands strategy at Amazon |
| Amazon / Shopbop | VP, Amazon Clothing; CEO, Shopbop | 2013–2015 (VP Clothing); CEO since 2008 | Led fashion ecommerce operations and brand scaling |
| Amazon (earlier) | PM, Senior Buyer, Senior Manager (Sports & Outdoors) | 2004–2008 | Category leadership and merchandising at scale |
| BCG; Westlaw.com; Broadband Office; Oliver Wyman | Strategy/Operating roles | 1997–2003 | Strategy consulting and operating roles across tech and services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company board roles disclosed in Yurcisin’s Grove biography |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus/NEIP ($) | Notes |
|---|---|---|---|---|
| 2023 | 188,462 | 100% | 189,041 (Bonus) | Pro-rated base (annual rate $500,000). Offer letter provided 2023 bonus at target, pro-rated for days employed . |
| 2024 | 500,000 | 100% | 305,000 (Non-Equity Incentive) | In Dec 2024, base for 2025 reduced to $450,000 in exchange for an RSU grant . |
Performance Compensation
| Year | Metric | Weight | Target | Actual | Payout/Notes |
|---|---|---|---|---|---|
| 2023 | Adjusted EBITDA | 100% | Loss of $27.0M for 100% payout | Actual adjusted EBITDA loss of $9.2M | Paid at 200% of target pre-individual adjustments (Yurcisin’s 2023 bonus was set by offer letter pro-rate) . |
| 2024 | Net Revenue | 50% | $231.4M target (0% below $222.1M) | Not disclosed | CEO total NEIP payout $305,000 (metric-level payout not separately disclosed) . |
| 2024 | Adjusted EBITDA | 50% | $0.2M target (0% below -$2.5M) | Not disclosed | See above . |
Equity Ownership & Alignment
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Policies and alignment
- Dodd-Frank clawback policy covering incentive comp tied to financial measures, including stock price/TSR; three-year recovery period; no-fault recovery .
- Anti-hedging and anti-pledging: directors and officers prohibited from hedging; may not hold in margin accounts or pledge as collateral without prior approval; preclearance and prompt reporting required for trades .
- Employee directors do not receive director fees; Yurcisin received no additional board compensation .
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Beneficial ownership | Date (Record) | Class A Shares Beneficially Owned | Ownership % of Class A | |---|---:|---| | Mar 31, 2024 | 25,823 | * (<1%) | | Apr 23, 2025 | 282,742 | * (<1%) |
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Outstanding unvested as of 12/31/2024 | Award | Unvested/Unearned Units | Stated Value ($) | Reference Price/Notes | |---|---:|---:|---| | RSU (8/16/2023) | 233,750 | 324,913 | Based on $1.39 closing price . | | PSU (8/16/2023) | 510,000 | 708,900 | Stock-price/TSR market condition . | | RSU (11/18/2024) | 40,000 | 55,600 | 100% vests 11/18/2025 . | | RSU (11/18/2024) | 30,000 | 41,700 | Vests quarterly over 3 years starting 2/15/2025 . |
Equity Awards and Vesting Schedules
| Grant Date | Type | Shares | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|
| 8/16/2023 | RSU | 340,000 | 25% on 8/15/2024; then 12 equal quarterly installments | Service-based only . |
| 8/16/2023 | PSU | 510,000 | 25% on 8/15/2024; then 12 equal quarterly installments (subject to performance) | 90-day VWAP hurdles: after 2024 modification, $3.50, $5.00, $7.00 (by 4th anniversary), and $10.00 (by 5th anniversary) . |
| 11/18/2024 | RSU | 40,000 | 100% on 11/18/2025 | In lieu of portion of 2025 base salary . |
| 11/18/2024 | RSU | 30,000 | Quarterly on Feb 15, May 15, Aug 15, Nov 15 over 3 years (start 2/15/2025) | In lieu of portion of 2025 base salary . |
Employment Terms
| Provision | Terms |
|---|---|
| Base salary and bonus | $500,000 base; 100% target bonus in 2023 (pro-rated paid at target per offer), $500,000 base maintained through 2024; base reduced to $450,000 for 2025 with incremental RSUs in Nov/Dec 2024 . |
| Inducement equity | 340,000 RSUs (service-based) and 510,000 PSUs (stock price/TSR-based), both granted at hire . |
| Severance (non-CIC) | If terminated by company without cause or resigns for good reason outside CIC period: 9 months base salary continuation; monthly cash equal to employer cost of COBRA; accelerated vesting of time-based equity that would have vested in 9 months; prior year earned but unpaid bonus . |
| Severance (CIC double-trigger) | If terminated without cause or resigns for good reason during CIC period (3 months before to 12 months after): immediate vesting of time-based equity; prior year earned but unpaid bonus; performance conditions for equity deemed satisfied at actual or specified level . |
| Clawback | Dodd-Frank compliant recoupment for restatements, including stock price/TSR-linked incentives, with three-year lookback; no-fault recovery . |
| Hedging/Pledging | Hedging prohibited; pledging/margin accounts prohibited absent prior approval; trade preclearance and reporting required . |
Board Governance (Director Service, Committees, Independence)
- Board role and independence: Yurcisin is a director (since Aug 2023) and not independent due to his employment; the Board has designated multiple independent directors .
- Governance checks: In Aug 2023, John Replogle was appointed Lead Independent Director as part of the CEO transition, and the former CEO became Executive Chair, separating the CEO and chair roles .
- Director pay: As an employee director, Yurcisin received no additional director compensation; director cash retainers/fees apply only to non-employee directors .
Multi-Year Compensation (Summary Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 188,462 | 189,041 | 2,026,145 | — | — | — | 2,403,648 |
| 2024 | 500,000 | — | 95,200 | — | 305,000 | — | 900,200 |
Additional Design and Policy Notes (Compensation Committee and Directors)
- The Compensation Committee uses an independent compensation consultant and references peer group data; in 2024 it reduced grant sizes to manage dilution and retentive value given stock price .
- Director compensation framework (2024): cash retainer increased to $50,000; committee membership/chair retainers specified; annual director RSU grant reduced to $72,500 in 2024 to limit dilution .
Investment Implications
- Pay-for-performance alignment: A substantial portion of Yurcisin’s equity is PSUs tied to stock-price hurdles (90-day VWAP at $3.50/$5/$7/$10 on a four-to-five-year timeline), directly linking value to TSR; the 2024 modification lowered hurdles to enhance retention amid a lower stock price environment, improving line-of-sight but raising questions about goal rigor .
- Cash/equity mix and confidence signaling: The 2025 base salary reduction to $450,000 in exchange for incremental RSUs suggests willingness to trade cash for equity, potentially signaling internal confidence while conserving cash .
- Vesting-driven supply dynamics: Quarterly RSU vesting (Feb/May/Aug/Nov) and a 40,000-share cliff on 11/18/2025 create identifiable windows of potential insider selling pressure, subject to trading policy and 10b5-1 plans .
- Protections and governance: Anti-hedging/anti-pledging restrictions and a Dodd-Frank-compliant clawback mitigate misalignment and overpayment risks; board independence and a lead independent director help address dual-role concerns given the CEO’s board seat .
- Incentive plan calibration: 2023’s strong AIP payout (200% pre-individual) on adjusted EBITDA and the 2024 dual-metric AIP structure (net revenue and adjusted EBITDA) indicate emphasis on profitability and top-line control; future payouts will hinge on achieving disclosed targets ($231.4M revenue, $0.2M adjusted EBITDA at target) .
Note on Say-on-Pay: As an Emerging Growth Company, Grove is not required to conduct advisory votes on executive compensation at this time .