Naytri Shroff Sramek
About Naytri Shroff Sramek
Naytri Shroff Sramek, 35, has served on Grove Collaborative Holdings, Inc.’s board since June 2022 and is currently an independent director recognized by the Board as an audit committee financial expert. She is Head of Operations at California Forever (since 2024) and previously held leadership roles at GitHub (Chief of Staff to the CEO, 2018–2021), Crew (Head of Enterprise, 2017–2018), and Palantir; she holds a B.A. in Business Economics from UCLA. She is independent under SEC/NYSE rules, and her committee work spans Audit (member), Compensation (member in 2024/early 2025), and Sustainability, Nominating & Governance (chair), positioning her as a governance-impact director with financial literacy and operational expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Forever | Head of Operations | Since 2024 | Not disclosed in proxy |
| GitHub (Microsoft subsidiary) | Chief of Staff to the CEO | 2018–2021 | Not disclosed in proxy |
| Crew (acquired by Block) | Head of Enterprise | 2017–2018 | Not disclosed in proxy |
| Palantir Technologies | Various positions | Prior to 2017 | Not disclosed in proxy |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| California Forever | Head of Operations | Active, since 2024 | Real estate development; employment role (not a board) |
Board Governance
- Independence: The Board determined that Ms. Sramek is independent under SEC and NYSE rules.
- Committee assignments:
- Audit Committee member; Board determined she is “financially literate” and qualifies as an audit committee financial expert.
- Compensation Committee member in 2024 and early 2025 (independent composition; chair is Kristine Miller).
- Sustainability, Nominating & Governance Committee chair (independent composition).
- Attendance: In 2024, each current director attended at least 75% of the aggregate meetings of the Board and applicable committees; the Board held seven meetings, and independent directors met regularly in executive session.
- Committee meeting cadence (2024): Audit 5 meetings; Compensation 6 meetings; Sustainability, Nominating & Governance 3 meetings.
- Governance process: Annual third‑party Board and committee self‑evaluations coordinated by the Sustainability, Nominating & Governance Committee.
- Policies: Code of Ethics; anti‑hedging and anti‑pledging in Insider Trading Policy; related‑party transaction reviews overseen by Audit Committee.
Fixed Compensation
| Component (Director) | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash (2024) | 59,475 | Cash retainers, committee membership/chair fees; pro‑rated as applicable |
| Equity (RSU grant date fair value, 2024) | 64,228 | Annual RSU grant; vesting annually on next annual meeting |
| Total (2024) | 123,703 | Sum of cash + stock awards |
| Standard annual cash retainer (non‑employee directors) | 50,000 | Increased from 40,000 in July 2024 |
| Committee member retainer – Audit | 10,000 | Per year |
| Committee member retainer – Compensation | 6,000 | Per year |
| Committee member retainer – Sustainability, Nominating & Governance | 5,000 | Increased from 4,000 in July 2024 |
| Committee chair retainer – Audit | 20,000 | Inclusive of member retainer |
| Committee chair retainer – Compensation | 12,000 | Increased from 10,000 in July 2024 |
| Committee chair retainer – Sustainability, Nominating & Governance | 10,000 | Increased from 8,000 in July 2024 |
Equity program: Initial director RSU ~$325,000 (revisited for future new directors), annual RSU ~$145,000 (reduced to $72,500 in 2024 due to stock price/dilution), vest annually; shares determined using trailing average price.
Performance Compensation
| Metric Type | Target/Weight | Actual/Payout | Notes |
|---|---|---|---|
| Director performance‑based pay | Not applicable | Not applicable | Director equity is time‑based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Type | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Ms. Sramek in the proxy |
| Palantir (prior employment overlap) | — | Network overlap | David Glazer (GROV director) is Palantir CFO; Ms. Sramek previously held roles at Palantir (network linkage, not a related‑party transaction) |
Expertise & Qualifications
- Financial literacy; designated audit committee financial expert (Board determination).
- Operational leadership across technology and enterprise software (GitHub, Crew, Palantir).
- Governance leadership as chair of the Sustainability, Nominating & Governance Committee.
- Independent status under SEC/NYSE rules.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 139,639 shares | As of April 23, 2025; “<1%” of voting power |
| Ownership as % of total voting power | <1% | Denominator includes Common and Preferred voting conversions |
| Unvested RSUs (issuable upon vesting) | 64,935 shares | As of 12/31/2024 |
| Hedging/Pledging | Prohibited by policy | Company’s insider trading policy bans hedging and pledging for directors |
| Section 16 compliance | No delinquencies disclosed | Company states directors complied with Section 16 filing requirements in 2024 |
Governance Assessment
- Board effectiveness: Strong engagement and oversight evidenced by committee leadership and participation; Audit (member, financial expert), Compensation (member in 2024/early 2025), Sustainability, Nominating & Governance (chair).
- Independence & attendance: Independent under SEC/NYSE rules; at least 75% attendance in 2024 across Board/committee meetings; regular executive sessions for independent directors.
- Alignment & incentives: Balanced cash/equity mix with 2024 fees $59.5k and RSU value $64.2k; director equity program shifted lower to mitigate dilution, indicating capital discipline.
- Conflicts and related‑party exposure: No related‑party transactions disclosed involving Ms. Sramek; anti‑hedging/anti‑pledging policy reduces misalignment risk; no family relationships among directors/executives.
- RED FLAGS: None identified in proxy specific to Ms. Sramek—no pledged shares disclosed, no related‑party transactions, no Section 16 delinquencies.
Context notes for investors: Grove is an EGC and smaller reporting company; advisory “say‑on‑pay” votes are not required during this period, limiting direct shareholder feedback via SOP on pay practices.