Kathryn Anderson
About Kathryn Anderson
Kathryn Anderson, 43, was appointed as an independent Class III director of Grove Collaborative Holdings (GROV) on August 22, 2025, with a term expiring at the 2028 annual meeting; she was simultaneously named chair of the Audit Committee . She previously served as CFO of Neiman Marcus Group (Apr 2022–Dec 2024) and Guess?, Inc. (Dec 2019–Apr 2022), with earlier CFO roles at California Pizza Kitchen and Sprinkles Cupcakes, and began her career in investment banking at Citigroup and Moelis & Company . Anderson holds a B.A. in Economics from Northwestern University and an MBA from UCLA Anderson; she is currently an Executive in Residence at Boston Consulting Group (since June 2025) . The Board determined she meets NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neiman Marcus Group | Chief Financial Officer | Apr 2022–Dec 2024 | Led finance for multi-brand luxury retailer |
| Guess?, Inc. (NYSE: GES) | Chief Financial Officer | Dec 2019–Apr 2022 | Oversaw global lifestyle apparel brand finance |
| California Pizza Kitchen | Chief Financial Officer | Not disclosed | Consumer restaurant finance leadership |
| Sprinkles Cupcakes | Chief Financial Officer | Not disclosed | Consumer bakery finance leadership |
| Citigroup; Moelis & Company | Investment Banking | Early career (dates not disclosed) | Capital markets and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Consulting Group | Executive in Residence | Since Jun 2025 | Strategic advisory capacity |
Board Governance
- Appointment: Class III director appointed Aug 22, 2025; term through 2028 annual meeting .
- Independence: Board determined she is independent under NYSE standards .
- Committee leadership: Audit Committee chair (effective Aug 22, 2025) .
- Board structure and leadership: Grove has Audit, Compensation, and Sustainability, Nominating & Governance Committees; lead independent director role held by John Replogle as of Feb 2025 .
- Audit Committee remit: Oversight of financial reporting, auditor independence/performance, disclosure controls, risk assessment, and related party transactions per charter .
- Attendance baseline: In 2024, Board held seven meetings; all then-current directors met at least 75% attendance (Anderson not yet appointed) .
- Policies: Insider trading policy prohibits hedging/pledging by directors; Code of Ethics applies to directors and officers .
Fixed Compensation
Director pay structure (program-level; actual cash to Anderson expected on a pro‑rated basis for 2025 if applied, not disclosed in filings):
| Position | Annual Retainer ($) | Notes |
|---|---|---|
| Non‑employee Director (base) | 50,000 | Increased from $40,000 in July 2024 |
| Lead Independent Chair / Non‑Employee Chair | 25,000 | Role-based add-on |
| Audit Committee Member | 10,000 | Committee membership fee |
| Compensation Committee Member | 6,000 | Committee membership fee |
| Sustainability, Nominating & Governance Committee Member | 5,000 | Increased from $4,000 in July 2024 |
| Audit Committee Chair (inclusive of member fee) | 20,000 | Chair premium |
| Compensation Committee Chair (inclusive of member fee) | 12,000 | Increased from $10,000 in July 2024 |
| Sustainability, Nominating & Governance Committee Chair (inclusive of member fee) | 10,000 | Increased from $8,000 in July 2024 |
Non-employee directors designated by investors may decline compensation; this does not apply to Anderson per current disclosures .
Performance Compensation
Director equity program (program-level terms; Anderson’s grant details not disclosed in 8‑K):
| Grant Type | Typical Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU (new directors) | $325,000 | Annually over 3 years on annual meeting date | Board noted amount will be revisited for future appointments |
| Annual RSU (existing directors) | $145,000 (reduced to $72,500 in 2024) | Annually to next annual meeting | 2024 reduction due to stock price/dilution considerations |
- Director equity awards are time-based RSUs; no performance metric linkage disclosed for directors .
Other Directorships & Interlocks
- Current public company directorships: Grove Collaborative (GROV) .
- Interlocks/related party transactions: None involving Anderson; no Item 404(a) transactions disclosed for her appointment .
Expertise & Qualifications
- Financial leadership: Former CFO at major retail/apparel brands; deep consumer and retail finance experience .
- Capital markets: Early investment banking roles at Citigroup and Moelis & Company .
- Education: B.A., Northwestern; MBA, UCLA Anderson .
- Governance: Audit chair role indicative of strong financial oversight credentials .
Equity Ownership
- Section 16 filings: Initial Form 3 filed Aug 25, 2025 (for event dated Aug 22, 2025); Form 4 filed Aug 25, 2025. Specific share amounts and award details were filed with the SEC; refer to the filings for exact holdings .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors .
Insider Filings
| Filing | Date Filed | Event Date | Key Note |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Aug 25, 2025 | Aug 22, 2025 | Discloses initial holdings upon appointment |
| Form 4 (Changes in Beneficial Ownership) | Aug 25, 2025 | Aug 22, 2025 | Reflects initial award/holdings changes post‑appointment |
Governance Assessment
- Strengths: Independent director with deep CFO and public-company experience; immediate elevation to Audit Committee chair strengthens financial oversight; Board confirms independence; no related-party transactions disclosed . Audit Committee’s remit and procedures (including pre-approval of auditor services and related party review) align with governance best practices .
- Watch items: Audit leadership transition follows 2024 auditor change (EY to Moss Adams), and potential Baker Tilly transaction; Board reported no disagreements with outgoing Audit Chair (David Glazer) upon his resignation on Aug 22, 2025—a neutral data point, but continued monitoring of audit quality and committee continuity is warranted . Grove remains under NYSE continued listing notice processes in 2025, which elevates overall governance and disclosure scrutiny (company disclosure acknowledged receipt of continued listing standards notice) [24] [23].
Appendix: Source Citations
- Appointment & biography; independence determination; committee chair role: Form 8‑K dated Aug 25, 2025 .
- Board committees, leadership, and policies: 2025 Proxy Statement (DEF 14A) .
- Director compensation program: 2025 Proxy Statement (DEF 14A) .
- Auditor change and fees: 2025 Proxy Statement (DEF 14A) .
- Section 16 filings: SEC EDGAR Form 3 index and third-party filing trackers .
- NYSE continued listing notice: Company 8‑K and press release (May 16, 2025) [24] [23].