Kristine Miller
About Kristine Miller
Kristine Miller, 61, is an independent director of Grove Collaborative Holdings, Inc. (GROV) serving since June 2022. She was Chief Strategy Officer at eBay Inc. from 2014 to 2020, previously a partner/director at Bain & Company where she led the North American retail practice and chaired Bain’s Worldwide Compensation & Promotion Committee; she began her career in Procter & Gamble’s Beauty Care Division. She holds an MBA from Stanford (Arjay Miller Scholar) and a BS in Chemical Engineering with honors from Carnegie Mellon University, and has served on Cable One’s board (2019–2023) and currently serves on the boards of Neiman Marcus Group (private) and Chairish (private).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBay Inc. | Chief Strategy Officer | 2014–2020 | Led digital transformation; set future-of-commerce vision |
| Bain & Company | Partner & Director; Head of NA Retail Practice | Not disclosed (prior to 2014) | Chaired Bain’s Worldwide Compensation & Promotion Committee |
| Procter & Gamble | Beauty Care Division (new product development support) | Not disclosed | Product development support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cable One (NYSE: CABO) | Director | 2019–2023 | Public company directorship |
| Neiman Marcus Group (private) | Director | Current (not disclosed start date) | Private company board |
| Chairish (private) | Director | Current (not disclosed start date) | Private company board |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; not a member of the Sustainability, Nominating & Governance (SNG) Committee.
- Independence: Board determined Ms. Miller is independent under SEC and NYSE rules.
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of their Board and committee meetings; independent directors met regularly in executive sessions; six directors attended the 2024 annual meeting.
- Committee engagement: Audit Committee met five times in 2024; Compensation Committee met six times in 2024; SNG Committee met three times in 2024.
| Committee | Role | 2024 Meetings | Independence/Qualifications |
|---|---|---|---|
| Audit | Member | 5 | Board determined Audit members are independent and financially literate; audit committee financial expert designations specified (Glazer, Sramek) |
| Compensation | Chair | 6 | Members are independent; oversees exec pay and equity plans |
| SNG | Not a member | 3 | Members are independent; oversees governance and Board evaluations |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $57,932 | Aggregate cash for Board/committee service; prorated where applicable |
| Stock awards (2024) | $64,228 | RSUs grant-date fair value (ASC 718) |
| Total (2024) | $122,160 | Sum of cash + RSUs |
Director compensation structure (applies to non-employee directors; cash increases effective July 2024 due to equity reduction and peer alignment):
| Position | Annual Retainer (USD) |
|---|---|
| Base cash retainer | $50,000 (increased from $40,000 in July 2024) |
| Lead Independent Director / Non-Employee Chair | $25,000 |
| Audit Committee member | $10,000 |
| Compensation Committee member | $6,000 |
| SNG Committee member | $5,000 (increased from $4,000 in July 2024) |
| Audit Committee chair (inclusive of member retainer) | $20,000 |
| Compensation Committee chair (inclusive of member retainer) | $12,000 (increased from $10,000 in July 2024) |
| SNG Committee chair (inclusive of member retainer) | $10,000 (increased from $8,000 in July 2024) |
Performance Compensation
- Grove does not disclose performance-based elements for director pay; director equity is delivered via time-based RSUs with annual vesting (no options disclosed for directors).
Director equity program terms:
| Equity Component | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (new directors) | $325,000 | Annually over three years on date of annual meeting | Value subject to Board revisiting for future appointments |
| Annual RSU grant (existing directors) | $145,000 (reduced to $72,500 for 2024) | Annually on next annual meeting date | 2024 grant reduced due to stock price and dilution concerns |
| RSU share conversion | N/A | N/A | Computed based on trailing average stock price prior to grant date |
Other Directorships & Interlocks
| Company | Relationship to Grove | Potential Interlock/Conflict |
|---|---|---|
| Cable One (CABO) | External public board (2019–2023) | No related-party transaction disclosed with Grove |
| Neiman Marcus Group (private) | External private board (current) | No related-party transaction disclosed with Grove |
| Chairish (private) | External private board (current) | No related-party transaction disclosed with Grove |
- Compensation Committee interlocks: none; no member (including Ms. Miller) served on another entity’s committee with reciprocal executive overlap.
- Related-party oversight: Audit Committee oversees all related person transactions per policy.
Expertise & Qualifications
- Deep consumer/retail and ecommerce strategy experience; led digital transformation at eBay and Bain’s NA retail practice.
- Compensation governance experience from chairing Bain’s Worldwide Compensation & Promotion Committee, aligning with current role as Compensation Committee chair.
- Technical education and analytical rigor (Stanford MBA—Arjay Miller Scholar; Carnegie Mellon BS Chemical Engineering).
Equity Ownership
| Holder | Class A Common Shares | % of Class A | RSUs Outstanding (Class A) |
|---|---|---|---|
| Kristine Miller | 139,639 | <1% | 64,935 (as of 12/31/2024) |
- Anti-hedging/anti-pledging: Directors are prohibited from hedging Grove securities and from holding them in margin accounts or pledging as collateral.
- Section 16 compliance: Grove reports directors complied with filing requirements for fiscal 2024.
Governance Assessment
- Board effectiveness: Miller chairs the Compensation Committee and serves on Audit, indicating strong engagement across pay and financial oversight; committees met frequently in 2024 (Comp: 6; Audit: 5), and overall Board attendance met at least 75% thresholds, with regular executive sessions—supporting active oversight.
- Independence & alignment: She is independent under SEC/NYSE rules; her director pay mix balances cash with time-based RSUs, and 2024 equity grants were reduced to mitigate dilution—shareholder-friendly calibration.
- Conflicts: No related-party transactions involving Ms. Miller are disclosed; Audit Committee reviews all related-person transactions; Compensation Committee interlocks are absent—low conflict risk.
- Ownership alignment: Meaningful personal stake with 139,639 Class A shares and 64,935 RSUs; anti-hedging/anti-pledging policy strengthens alignment and reduces risk of misaligned incentives.
- Shareholder feedback: As an emerging growth company, Grove is not required to hold say‑on‑pay votes yet, limiting the advisory feedback channel—places more onus on the Compensation Committee’s engagement quality.
RED FLAGS: None disclosed specific to Ms. Miller—no attendance issues, no related-party transactions, no hedging/pledging, and no committee interlocks. The reduction of director equity and clear independence determinations are positives for investor confidence.