John Replogle
About John Replogle
John Replogle (age 59) is an independent Class II director of Grove Collaborative Holdings, Inc. (GROV) and serves as the Board’s Lead Independent Director. He has been on Grove’s Board since June 2022, bringing eleven years as a CEO and deep consumer-brand and distribution experience. He holds an MBA from Harvard Business School and a BA from Dartmouth College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Better Ventures, LLC | Founding Partner | Since Oct 2017 | Consumer-impact VC leadership; brand-building expertise |
| Seventh Generation, Inc. | Chief Executive Officer & President | Not disclosed (prior role) | Led mission-driven CPG; sustainability focus |
| Burt’s Bees, Inc. | Chief Executive Officer & President | Not disclosed (prior role) | Scaled natural personal care brand |
| Unilever | General Manager, Skin Care division | Not disclosed (prior role) | Large-cap consumer operating experience |
| Boston Consulting Group | Consultant | Early career | Strategy and operations training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crocs, Inc. (NYSE: CROX) | Director | Current | Public company board experience in consumer |
| Wolfspeed, Inc. (NYSE: WOLF) | Director | 2014–2024 | Semiconductor board; departed 2024 |
Board Governance
- Structure and leadership: Board is classified; Replogle is Lead Independent Director. As lead independent, he co-develops agendas with the chair/CEO, calls and chairs executive sessions of independent directors, and sets those agendas .
- Independence: Board determined Replogle is independent under SEC and NYSE rules .
- Committee assignments (current): Compensation Committee member; Sustainability, Nominating & Governance Committee member .
- Audit expertise: Served on Audit Committee in 2024/early 2025; qualified as an “audit committee financial expert” during his tenure .
- Attendance: Board held seven meetings in 2024; all current directors attended at least 75% of Board and committee meetings. Independent directors met regularly in executive sessions .
- Committee meeting cadence (2024): Audit Committee (5), Compensation Committee (6), Sustainability, Nominating & Governance Committee (3) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Replogle) | $89,410 | Aggregate for Board/committee service and lead independent role; pro-rated where applicable . |
| Annual Board Cash Retainer | $50,000 | Increased from $40,000 in July 2024 . |
| Lead Independent Director Retainer | $25,000 | Annual retainer . |
| Committee Member Retainers | Audit: $10,000; Comp: $6,000; SNG: $5,000 | SNG member fee raised from $4,000 to $5,000 in July 2024 . |
| Committee Chair Retainers (reference) | Audit Chair: $20,000; Comp Chair: $12,000; SNG Chair: $10,000 | Inclusive of membership fee; Replogle is not current chair . |
| 2024 Equity Grant (grant-date fair value) | $64,228 | Time-based RSUs; see Performance Compensation section . |
| 2024 Total Director Compensation (cash + stock) | $153,638 | Sum of fees and stock awards . |
Performance Compensation (Director)
Directors receive time-based RSUs; no performance (metric-based) equity is disclosed for directors.
| Equity Metric | 2024 Value/Count | Vesting & Policy Details |
|---|---|---|
| Annual RSU program (standard) | Target $145,000; reduced to $72,500 in 2024 | One-year vest on next annual meeting date; reduction to lessen dilution given stock price . |
| Replogle 2024 stock awards (FV) | $64,228 | RSUs valued at grant-date fair value under ASC 718 . |
| RSUs held (as of 12/31/24) | 60,101 shares | Outstanding RSUs; directors held only RSUs and no other equity awards . |
| RSUs included in beneficial ownership | 47,612 shares | Portion issuable within 60 days included for ownership reporting . |
| Anti-hedging/pledging | Prohibited | Company policy bans hedging and pledging by directors . |
Performance metrics for director compensation (e.g., revenue, EBITDA, TSR) are not disclosed; director equity is time-based only .
Other Directorships & Interlocks
- Current public boards: Crocs, Inc. (CROX) .
- Prior public boards: Wolfspeed, Inc. (WOLF), 2014–2024 .
- Potential interlocks/conflicts: None disclosed between Replogle’s roles and Grove’s suppliers/customers; related-party items disclosed focus on investor-appointed directors and transactions (e.g., Volition, Virgin), not Replogle .
Expertise & Qualifications
- Education: MBA, Harvard Business School; BA, Dartmouth College .
- Domain expertise: Senior executive leadership (two CEOs), consumer branding, marketing, distribution; audit/financial literacy with “audit committee financial expert” qualification during Audit Committee service .
- Board leadership: Lead Independent Director with agenda-setting and executive session responsibilities .
Equity Ownership
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| John Replogle | 455,177 | 1.1% | Includes 53 shares held by Replogle Family LLC and 47,612 RSUs deemed acquirable within 60 days for beneficial ownership . |
- RSUs outstanding (not all counted in %): 60,101 RSUs as of Dec 31, 2024, with no other equity awards held .
- Anti-hedging/pledging: Prohibited; no pledges disclosed, reducing alignment risk .
- Section 16 compliance: Company states directors/officers met filing requirements for 2024 .
Governance Assessment
- Board effectiveness: Strong independent leadership with Replogle as Lead Independent Director and regular executive sessions; third-party Board/committee evaluations with surveys and interviews support oversight quality .
- Financial oversight: Replogle’s prior Audit Committee service and “financial expert” status enhance audit rigor .
- Compensation governance: Independent Compensation Committee membership; company engages an independent compensation consultant for executive pay; director equity program was prudently reduced to limit dilution, while cash retainers adjusted to market—signals cost discipline and alignment with shareholders .
- Alignment & incentives: Replogle holds 455,177 shares (1.1%) and time-based RSUs; anti-hedging/pledging policy promotes genuine alignment; no related-party transactions involving Replogle disclosed .
- Attendance and engagement: Met 75%+ threshold; committee cadences indicate active governance participation .
Red Flags
- None disclosed for Replogle: no related-party transactions, hedging/pledging, or delinquent filings. Board reduced director equity grant size in 2024 to manage dilution—a positive governance signal rather than a red flag .
- Broader company related-party and investor governance rights exist (Volition, Virgin), but they pertain to other directors/investors—not Replogle .
Implications for investors
- Replogle’s leadership as Lead Independent Director, audit financial expert credentials, and strong consumer-CPG background bolster Board oversight and strategic discipline. His ownership stake and policy constraints (anti-hedging/pledging) support alignment; absence of conflicts enhances investor confidence .