Tom Siragusa
About Tom Siragusa
Tom Siragusa, 34, is Grove Collaborative’s Chief Financial Officer; he was appointed interim CFO effective February 16, 2025 and is listed as CFO on the company’s Q3 2025 Form 10-Q certifications filed November 13, 2025 . He joined Grove in April 2019 and advanced through finance roles (manager/senior manager → director/senior director → VP Finance in Oct 2024) before becoming interim CFO; he is a certified public accountant (inactive) with a B.S. in Managerial Economics and a Master’s in Accounting from UC Davis . Company performance context during his finance leadership: FY2024 net revenue was $203.4M and adjusted EBITDA was $1.3M, driving a 61% payout under the 2024 AIP for participating NEOs; through Q3 2025, revenue was $131.3M with a year-to-date net loss of $10.1M as the company navigated an ecommerce platform migration and portfolio moves . Liquidity remained tight with $8.9M cash at 9/30/25 and $7.5M drawn on the Siena revolver; management states cash is sufficient for at least one year but longer-term capital raises may be needed, highlighting execution and financing risk under his tenure as CFO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Grove Collaborative | Chief Financial Officer (listed on 10-Q) | Nov 2025–present | Principal financial officer; SOX 302/906 certifications on Q3 2025 10-Q indicate responsibility for disclosure controls and fair presentation . |
| Grove Collaborative | Interim CFO, interim PFO/PAO | Feb 16, 2025–Nov 2025 | Transitioned into top finance role following former CFO’s separation; oversaw period including platform migration and liquidity management . |
| Grove Collaborative | VP Finance | Oct 2024–Feb 2025 | Senior leadership of finance prior to interim CFO appointment . |
| Grove Collaborative | Director/Senior Director of Finance | Sep 2022–Oct 2024 | Progressively responsible roles in finance organization . |
| Grove Collaborative | Manager/Senior Manager of Finance | Apr 2019–Sep 2022 | Core finance roles during SPAC merger and public company transition . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ernst & Young LLP | Strategy & Transactions and Assurance (management positions) | Pre-2019 | Big-4 transactional and audit experience; CPA (inactive) . |
Fixed Compensation
- Grove’s FY2024 named executive officer disclosures do not include Siragusa (he was not an NEO in 2024), so his base salary, target bonus and actual bonus are not disclosed in the proxy .
- As an emerging growth company, Grove provides scaled compensation disclosure and is not required to conduct say‑on‑pay votes, limiting public detail on non‑NEO executive pay structures .
Performance Compensation
Grove’s FY2024 annual incentive plan (company-level framework, applied to participating NEOs) used two weighted metrics; results and payouts are below.
| Metric | Weight | Target | Actual | Component Payout | Comments |
|---|---|---|---|---|---|
| Net Revenue ($M) | 50% | $231.4 | $203.4 | 0% | No payout below $222.1M; actual below threshold . |
| Adjusted EBITDA ($M) | 50% | $0.2 | $1.3 | 122.3% | Payout scaled on over‑achievement; no payout if below -$2.5M . |
| Weighted Payout | — | — | — | 61% of target | Based on 50/50 weighting across the two metrics . |
Notes:
- Siragusa’s individual FY2024 payout is not disclosed (not an NEO); the above represents Grove’s AIP design and results for participating NEOs .
- The compensation committee used a market peer reference point in sizing certain 2024 awards (e.g., CFO RSUs), indicating attention to competitiveness and dilution trade‑offs; specific peers were not listed .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total beneficial ownership | 45,810 shares of Class A common stock (less than 1% of shares outstanding) as of 4/23/2025 record date; includes 16,759 shares issuable upon vesting of RSUs . |
| Ownership as % outstanding | “*” <1%; based on 40,254,746 Class A shares outstanding on record date . |
| Hedging/pledging | Company policy prohibits hedging transactions and pledging Company stock by directors and executive officers, reducing misalignment risk from collateralized borrowing . |
| Stock ownership guidelines | Not disclosed for executives in the 2025 proxy . |
Context on vesting cadence that can influence periodic selling pressure:
- Many Grove RSU awards across executives vest on standard quarterly dates (Feb 15, May 15, Aug 15, Nov 15), and some single‑year RSUs vest 100% at the one‑year mark, which can create concentrated liquidity windows; individual award schedules for Siragusa are not disclosed .
Employment Terms
Key provisions of Siragusa’s Agreement for the Payment of Benefits Following Termination of Employment (effective Oct 23, 2025):
- Severance (non‑CIC): If terminated without Cause or resigns for Good Reason outside the Change‑in‑Control (CIC) period and upon executing a release, Siragusa receives 6 months of base salary and up to 6 months of COBRA premiums as cash payments; time‑based equity vests for portions that would have vested within the 6 months following termination (performance conditions deemed satisfied at the actual level or as specified in the award) .
- Severance (CIC double‑trigger): If terminated without Cause or resigns for Good Reason within the CIC period (3 months before to 12 months after a CIC) and upon release, 100% of outstanding time‑based equity granted on/after the effective date vests immediately (performance conditions deemed satisfied per award terms), plus the cash severance and COBRA benefits above .
- Definitions and process: Good Reason includes material reduction in base salary (with specified carve‑outs), material reduction in authority/duties, or certain relocations; Cause includes specified misconduct/fraud/violations; release required and payments commence within 60 days, subject to 409A timing rules .
- 280G treatment: Standard “better‑of” cutback (no tax gross‑up); payments may be reduced to avoid excise tax if doing so yields a higher after‑tax outcome .
- Non‑compete/non‑solicit: Agreement references compliance with separate Restrictive Covenants/Confidentiality agreements; detailed non‑compete scope/duration not disclosed in the exhibit .
Executive transition context: Siragusa was appointed interim CFO as the prior CFO separated with a negotiated package; Siragusa’s agreement establishes clear CIC and non‑CIC protections indicative of retention focus for a new CFO .
Investment Implications
- Pay-for-performance framework: Grove’s AIP links cash incentives to revenue and adjusted EBITDA (50/50). FY2024 produced a 61% target payout, underscoring management’s shift to profitability discipline (positive adjusted EBITDA) despite revenue shortfall; as CFO, Siragusa operates within a design that rewards cash flow improvement—a constructive alignment signal .
- Retention and change-of-control economics: Siragusa’s severance is modest (6 months salary and partial equity catch‑up) with double‑trigger CIC acceleration for time‑based equity and 280G cutback (no gross‑ups), which is shareholder‑friendly and mitigates entrenchment risk while supporting continuity through strategic events .
- Ownership/pledging: Direct ownership is small (<1%), but anti‑hedging/anti‑pledging policy prohibits misaligned risk transfer; further accumulation would strengthen alignment, though liquidity constraints may limit insider accumulation near-term .
- Execution risk under CFO: Q3 2025 filings highlight ongoing platform migration disruptions, limited cash, revolver utilization, and a multi-DA office investigation into auto‑renewal practices (CART)—all areas where finance execution is critical; management believes cash covers at least one year, but longer‑term financing may be required, increasing sensitivity to cost control and growth re‑acceleration under Siragusa’s stewardship .
- Governance and oversight: Compensation Committee (Cheng, Miller, Replogle; Chair: Miller) uses an independent consultant and scaled EGC disclosures; absence of say‑on‑pay reduces near‑term shareholder signaling, placing greater weight on performance outcomes to validate compensation choices .
Overall: Compensation mechanics emphasize EBITDA and prudent CIC terms; the main investment levers around Siragusa are execution on profitability amid revenue headwinds, platform stabilization, legal/compliance remediation, and liquidity runway management—each with clear downside if mismanaged but upside if adjusted EBITDA discipline persists alongside restored growth .