Jan Barta
GrouponAbout Jan Barta
Jan Barta, age 39, is an independent director of Groupon (GRPN) and serves on the Nominating & Governance Committee; he has been a director since 2022 under a cooperation agreement with Pale Fire Capital (PFC) . His background is as a partner at PFC since January 2017 and Chairman of its Supervisory Board, with prior roles as partner at ePojisteni.cz (2010–2018) and NetBrokers Holding (2014–2018), reflecting strengths in technology/e-commerce, international experience, and public investment/portfolio management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ePojisteni.cz (insurance technology) | Partner | 2010–2018 | Strategic investing/operator in insurtech; supports tech/e-commerce expertise |
| NetBrokers Holding (financial technology) | Partner | 2014–2018 | Built finance marketplace expertise relevant to e-commerce ecosystems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pale Fire Capital SE (PFC) | Partner; Chairman of Supervisory Board | Jan 2017–present | Control person at GRPN’s largest shareholder; governance interlock with GRPN board |
| Other public company boards | — | — | None; 0 other public boards disclosed |
Board Governance
- Committee assignments (2024): Nominating & Governance Committee member; not on Audit or Compensation; not a chair .
- Independence: Board determined Barta is independent under Nasdaq and company guidelines; CEO Dusan Senkypl is non-independent following his appointment .
- Attendance: Board met six times in 2024; all directors attended ≥75% of aggregate Board/committee meetings; none of the directors attended the 2024 annual meeting of stockholders .
- Board composition snapshot (nominees as of April 2025): Barta independent; 0 other public boards .
Fixed Compensation
| Component (FY2024 Plan) | Cash Retainer ($) | RSU Award ($) | Notes |
|---|---|---|---|
| Board Member | 75,000 | 175,000 | Annual RSU at meeting; vests 100% at first anniversary |
| Audit Chair | 13,333 | 26,667 | |
| Audit Member (non-chair) | 10,000 | — | |
| Compensation Chair | 6,667 | 13,333 | |
| Compensation Member (non-chair) | 5,000 | — | |
| Nominating & Governance Chair | 5,000 | 10,000 | |
| Nominating & Governance Member (non-chair) | 5,000 | — |
| Director (FY2024 Actual) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jan Barta | — | — | — |
Mr. Barta elected to forego director compensation in 2024 .
- Stock ownership guidelines for directors: Minimum 3× annual cash retainer; retain 50% of net shares until in compliance; measurement annually; all directors were in compliance or on track as of 12/31/2024 .
Performance Compensation
| Design Element | Detail |
|---|---|
| Annual RSU grant | Granted at annual meeting; dollar-denominated and converted to shares at grant-date fair value |
| Vesting | 100% on first anniversary of grant, subject to continued service; accelerated upon death, disability, retirement or change in control |
| Deferral | Directors may elect to defer vested RSUs and/or cash retainers into deferred stock units (DSUs) until separation from service |
| Performance metrics | None; director equity awards are time-based RSUs (no EBITDA/TSR metrics) |
FY2024: Barta did not receive RSUs or DSUs due to foregone compensation .
Other Directorships & Interlocks
| Entity | Relationship | Governance Signal |
|---|---|---|
| Pale Fire Capital (largest shareholder) | Barta is a partner and PFC Chairman of Supervisory Board; PFC beneficially owned ~10.18M shares (~26%) as of the record date and advised it would vote in favor of all proposals | Significant influence; alignment with management slate and proposals |
| Rights Offering Backstop | Company entered an $80M fully backstopped rights offering; Backstop Agreement with PFC SICAV; Standstill amended to allow acquisitions via rights offering; expired 12/31/2024 | Transactional interlock; Board nominated Barta/Senkypl contemporaneously |
Expertise & Qualifications
- Technology/e-commerce; international experience; public investment/portfolio management .
Equity Ownership
| Holder | Shares Beneficially Owned | Approximate % of Common Stock | Notes |
|---|---|---|---|
| Jan Barta | 10,181,070 | 25.59% | Shared voting/dispositive power with Pale Fire Reporting Persons (Schedule 13D group) |
| Shares outstanding (basis for % calc.) | 39,791,555 | — | As of April 17, 2025 |
| RSUs outstanding (director) | — | — | Barta had no outstanding RSUs as of 12/31/2024 |
Ownership guidelines compliance: all directors were in compliance or on track as of 12/31/2024 .
Insider Trades (and Beneficial Ownership Filings)
| Date | Form | Reporting Persons | Summary / Link |
|---|---|---|---|
| Nov 16, 2023 (filed Nov 20, 2023) | Form 4 | Jan Barta; Dusan Senkypl; Pale Fire Capital SICAV a.s.; Pale Fire Capital SE | Joint Form 4 reporting changes in beneficial ownership; XML filing available |
| Nov 1, 2024 | Schedule 13D/A | Jan Barta (as a member of Pale Fire Reporting Persons) | Amendment reporting group beneficial ownership and control persons; details on PFC holdings |
| Nov 9, 2023 | 8-K | Groupon | Backstop Agreement with PFC SICAV for $80M rights offering; related-party safeguards via Audit Committee oversight |
Governance Assessment
- Independence and committee role: Barta is independent and confined to the Nominating Committee (no Audit/Compensation roles), which limits direct involvement in financial reporting or pay design but centers him on board refresh and governance policy .
- Attendance and engagement: ≥75% meeting attendance in 2024; however, no director attended the 2024 annual stockholder meeting, which can be viewed negatively for shareholder engagement norms .
- Ownership alignment: Extremely high beneficial stake via Pale Fire (25.59%) indicates strong “skin-in-the-game” alignment, but also concentration risk and potential influence over outcomes; PFC publicly indicated support for all proposals .
- Compensation signals: Foregoing all director compensation in 2024 (cash and equity) removes potential pay conflicts and highlights alignment through ownership, but also forgoes standard RSU-based retention; director equity is time-based (no performance metrics) .
- Related-party safeguards: Standstill Agreement (including 25% cap and later exceptions for the rights offering) and Audit Committee oversight are mitigating controls; the standstill expired 12/31/2024, and the group’s beneficial ownership subsequently exceeded 25%, increasing governance sensitivity around minority shareholder protections .
RED FLAGS
- Concentrated control and interlocks: Barta’s role at PFC (largest shareholder) combined with board seat and CEO’s PFC affiliation can create perceived conflicts and influence over nominations and strategic actions, despite independence designation .
- Annual meeting non-attendance: None of the directors attended the 2024 annual meeting, a negative signal for investor engagement practices .
- Standstill expiration and ownership level: The standstill’s termination and post-termination ownership at ~26% heighten control concerns; continued monitoring of related-party transactions and board processes is warranted .
Overall: Barta brings relevant tech/e-commerce and investment expertise and substantial aligned ownership. Governance scrutiny should focus on independence in practice, committee balance (no Audit/Compensation role), and oversight of transactions involving PFC, with ongoing evaluation of minority shareholder protections and board engagement standards .