Larry Cheng
About Larry Cheng
Larry Cheng, 49, is an independent director of Grove Collaborative Holdings, Inc. (GROV) serving since August 2023. He is co-founder and managing partner at Volition Capital, leading Internet and Consumer investments, and holds a B.A. in Psychology from Harvard College. He currently serves on the board of GameStop (NYSE: GME) and has two decades of venture/growth equity experience at Volition Capital, Fidelity Ventures, Battery Ventures, and Bessemer Venture Partners . The Board determined Mr. Cheng is independent under SEC and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volition Capital | Co-founder & Managing Partner | 2010–present | Leads Internet & Consumer team; capital allocation and finance expertise |
| Fidelity Ventures | Investor | Prior to 2010 | Growth equity/VC experience |
| Battery Ventures | Investor | Prior to 2010 | Growth equity/VC experience |
| Bessemer Venture Partners | Investor | Prior to 2010 | Growth equity/VC experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GameStop (NYSE: GME) | Director | Current | Public company directorship; several private company boards |
Board Governance
- Board classification and tenure: Cheng is a continuing Class I director (term expiring at the 2026 annual meeting); director since August 2023 .
- Independence: Board determined Cheng is independent under SEC and NYSE rules .
- Committees:
- Compensation Committee member; committee met 6 times in 2024; chair: Kristine Miller .
- Sustainability, Nominating & Governance Committee member; committee met 3 times in 2024; chair: Naytri Shroff Sramek .
- Audit Committee: served in 2024/early 2025; current members are Glazer (chair), Miller, Sramek; Audit Committee met 5 times in 2024 .
- Financial expertise: Board determined Cheng qualified as an audit committee financial expert when serving on Audit .
- Attendance and executive sessions: Board held 7 meetings in 2024; all current directors attended at least 75% of Board/committee meetings on which they served; independent directors met regularly in executive session. Lead Independent Director: John Replogle; non-executive Chair: Stuart Landesberg (effective Feb 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Increased from $40,000 in July 2024 |
| Lead Independent/Chair retainer | $25,000 | If applicable |
| Committee member retainers | Audit $10,000; Compensation $6,000; SNG $5,000 | SNG member increased from $4,000 to $5,000 in July 2024 |
| Committee chair retainers (inclusive of member fee) | Audit $20,000; Compensation $12,000; SNG $10,000 | Comp chair increased from $10,000 to $12,000; SNG chair from $8,000 to $10,000 in July 2024 |
| Larry Cheng – cash & equity paid in 2024 | $0 cash; $0 stock awards | Declined compensation as a Volition Capital designee; held no outstanding director equity awards as of 12/31/2024 |
Cheng’s refusal of director pay eliminates cash/equity incentives from Grove but reflects investor-designee status rather than standard independence .
Performance Compensation
| Component | Annual RSU grant (existing directors) | Initial RSU grant (new directors) | Larry Cheng |
|---|---|---|---|
| RSU value | $72,500 for 2024 (reduced from $145,000) | $325,000 initial (to be revisited) | Declined; no RSUs outstanding as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlocks/Conflicts |
|---|---|---|
| GameStop (NYSE: GME) | Current director | No Grove-related business dealings disclosed; low interlock risk based on proxy disclosures . |
| Volition Capital Fund IV, L.P. | Managing partner; Volition is a major GROV investor | Volition holds Series A and Series A′ Preferred; rights include voting on as‑converted basis and consent rights on certain corporate actions; Volition may designate a director (Cheng) . |
Expertise & Qualifications
- Capital allocation, finance, ecommerce, internet services, consumer brands; audit committee financial literacy; audit committee financial expert qualification while serving on Audit .
- Education: B.A., Psychology, Harvard College .
Equity Ownership
| Holder | Security | Amount | Conversion/Terms | Voting power |
|---|---|---|---|---|
| Lawrence Cheng (through entities associated with Volition Capital Fund IV) | Series A′ Preferred | 15,000 shares | Convertible into 7,760,761 Class A shares as of 3/31/2025 | Included in 23.7% total voting power |
| Lawrence Cheng (through entities associated with Volition Capital Fund IV) | Series A Preferred | 10,000 shares | Convertible into 4,739,336 Class A shares as of 3/31/2025 | Included in 23.7% total voting power |
| Lawrence Cheng (beneficial) | Class A Common (via conversion rights) | 12,500,097 shares | Represents Class A issuable upon conversion of Series A/A′ | 23.7% of total voting power |
| Anti-hedging/pledging policy | Company-wide | Hedging and pledging prohibited for directors/officers/employees | Alignment safeguard |
Preferred stock ranks prior and superior to common; conversion price $2.11; voting with common on an as‑converted basis; change-of-control limitation caps beneficial ownership/voting at 29.99% without stockholder approval; standard anti-dilution protections apply .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 filings compliance | Grove states directors/officers/10% holders complied with Section 16 reporting in 2024; no delinquent filings disclosed . |
Related Party Transactions & Conflicts
- Volition Capital financings:
- Aug 11, 2023: 10,000 Series A Preferred at $1,000/share; warrants issued (later forfeited) .
- Sep 20, 2024: 15,000 Series A′ Preferred at $1,000/share; Volition warrants forfeited; Series A terms modified; Series A/Series A′ pari passu .
- Rights:
- Preferred ranks prior to common; liquidation preference $1,000/share; votes with common on as‑converted basis; conversion price $2.11; anti-dilution protections; change-of-control/voting cap 29.99% unless approved; consent rights restrict certain corporate actions while ≥50% of Preferred outstanding; Volition may designate a director while holding ≥20% of Preferred (Cheng) .
- Governance controls:
- Audit Committee reviews related person transactions per policy .
Compensation Committee Analysis
- Composition: Kristine Miller (chair), Larry Cheng, John Replogle; Naytri Shroff Sramek served in 2024/early 2025 .
- Independence: All members independent under SEC/NYSE rules .
- Consultant: Compensation Committee engaged an independent compensation consultant for executive pay decisions .
- Activity: 6 meetings in 2024 .
Governance Assessment
- Strengths:
- Independent director designation; strong finance and consumer/ecommerce expertise; audit committee financial expert qualification; committee engagement across Compensation and SNG; Board and committee activity/attendance disclosed; anti-hedging/anti-pledging policy in place .
- Declined director compensation reduces potential pay-related bias; removes equity-based hedging/pledging risk for Cheng .
- RED FLAGS / Monitoring items:
- Significant beneficial ownership and investor rights via Volition (23.7% voting power) plus consent rights and director designation may create conflicts in decisions affecting preferred/common holders; monitor related party oversight rigor and Audit Committee review processes .
- Preferred stock seniority and conversion mechanics (including anti-dilution and voting on as‑converted basis) may influence capital structure decisions; ensure balanced treatment of common stockholders .
- Board effectiveness signals:
- Lead independent director structure; regular executive sessions; annual third‑party board/committee evaluations including one-on-one interviews indicate governance process rigor .
- Committee meeting cadence (Audit 5; Comp 6; SNG 3 in 2024) supports active oversight .