Jason Harinstein
GrouponAbout Jason Harinstein
Independent director at Groupon (GRPN), age 49, serving since July 2023. He chairs the Compensation Committee and is a member of the Audit Committee; the Board has designated him an “audit committee financial expert.” Background includes CFO roles and corporate development leadership in technology and healthcare. Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Groupon, Inc. | SVP Corporate Development & Strategy | 2011–2017 | Led marketplace strategy and transactions; deep company knowledge cited by Board |
| Flatiron Health | Chief Financial Officer | 2017–2021 | Healthcare tech CFO experience (finance, operations) |
| Director of Corporate Development | 2005–2011 | M&A and strategic investments experience |
External Roles
| Organization | Listing | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Collectors, Inc. | Private | Chief Financial Officer | 2021–Present | CFO of collectibles authentication/liquidity company |
| Funko, Inc. | NASDAQ: FNKO | Director | 2024–Present | Board experience in consumer brands (committee roles not disclosed) |
Board Governance
- Independence: The Board determined Harinstein is independent under Nasdaq and GRPN’s guidelines.
- Committees (2024): Compensation Committee Chair; Audit Committee Member.
- Audit committee financial expert: Designated by the Board (Bass, Harinstein, Leonsis).
- Meeting cadence: Board met 6 times; Audit met 4 times; Compensation met 7 times in 2024.
- Attendance: All directors attended ≥75% of aggregate Board/committee meetings in 2024. Notably, none of the directors attended the 2024 annual stockholder meeting.
| Committee Memberships (2024) | Audit | Compensation | Nominating | Executive |
|---|---|---|---|---|
| Jason Harinstein | Member | Chair | — | — |
Fixed Compensation
- Director Compensation Plan (unchanged vs 2023): Cash retainer + annual RSU; committee chair/member fees in cash, and for chairs also RSU. RSUs granted annually on stockholder meeting date; 100% vest on first anniversary; accelerated on death, disability, retirement, or change-in-control. Deferral allowed for cash retainers into deferred stock units (DSUs) and for RSUs until separation.
| Position | Cash Retainer ($) | RSU Award ($) | Total ($) |
|---|---|---|---|
| Board Member | 75,000 | 175,000 | 250,000 |
| Compensation Chair | 6,667 | 13,333 | 20,000 |
| Audit Member (non-chair) | 10,000 | — | 10,000 |
- 2024 actual (Harinstein): Cash fees $91,667; stock awards $188,320; total $279,987. Composition: ~32.8% cash, ~67.2% equity (calculated from disclosed values).
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Mix (% Cash / % Equity) |
|---|---|---|---|---|
| Jason Harinstein | 91,667 | 188,320 | 279,987 | 32.8% / 67.2% (calc from ) |
- 2024 RSU grant details: 11,511 RSUs granted June 12, 2024; vest 100% on June 12, 2025; grant-date fair value computed under ASC 718.
Performance Compensation
- For non-employee directors, compensation is not performance-based; RSUs are time-based with standard director vesting and change-in-control acceleration. No director-specific performance metrics (e.g., EBITDA, TSR) apply to Harinstein’s compensation; those metrics pertain to NEO pay.
| Component | Metric Type | Target/Threshold | Payout Determinant | Vesting/Trigger |
|---|---|---|---|---|
| Annual Director RSUs | Time-based | N/A | Service until first anniversary | 100% vest at 1 year; accelerated on CoC/death/disability/retirement |
Other Directorships & Interlocks
- Current public company board: Funko, Inc. (FNKO).
- Compensation Committee interlocks: None—no executive officers served on another entity’s comp committee whose executive served on GRPN’s Compensation Committee.
- Insider participation: Compensation Committee comprised solely of independent directors; no employees or former employees.
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| Funko, Inc. (FNKO) | Director | No GRPN compensation interlocks disclosed |
| Collectors, Inc. (Private) | CFO | No related-party transactions disclosed involving Harinstein |
Expertise & Qualifications
- Board skills: Technology/E-commerce; International; Audit/Finance.
- Audit committee financial expertise designation.
- Corporate development and CFO experience across tech/healthcare.
Equity Ownership
- Beneficial ownership as of April 17, 2025: 55,658 shares (<1%). Footnote detail: 44,147 shares held outright; plus 11,511 RSUs vesting within 60 days counted for his own beneficial ownership.
- Ownership guidelines: Non-employee directors must hold stock valued at ≥3× annual cash retainer and retain 50% of net shares until compliant; all directors compliant or on track as of Dec 31, 2024.
| Holder | Date | Direct Shares | RSUs due to vest within 60 days | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| Jason Harinstein | 2025-04-17 | 44,147 | 11,511 | 55,658 | <1% (based on 39,791,555 shares outstanding) |
Governance Assessment
-
Strengths
- Independent director with CFO and M&A background; designated audit committee financial expert—supports oversight of finance, controls, and executive compensation.
- Committee leadership: Compensation Committee Chair; robust committee activity (7 meetings in 2024) signals engagement with pay governance, succession, clawback, and stock ownership policies.
- Alignment: Equity-heavy director pay; formal ownership guidelines (≥3× cash retainer) with holding requirements; directors compliant/on track.
- No compensation committee interlocks and no related-party transactions disclosed involving Harinstein.
- Anti-hedging/pledging policy (limited exceptions) and established clawback policy covering executives, overseen by Compensation Committee.
-
Watch items / RED FLAGS
- None of the directors attended the 2024 annual meeting of stockholders—optics risk for investor engagement.
- Multiple significant external commitments (CFO at Collectors; director at Funko) may create time-allocation risk; however, he met ≥75% attendance thresholds in 2024.
- Change-in-control single-trigger acceleration for director RSUs can weaken pay-for-performance framing for directors (standard but warrants monitoring).
-
Net view: Harinstein brings additive financial and transactional expertise and leads pay governance; equity alignment and independence are positives. Monitor annual meeting attendance and external time commitments; continue to track ownership guideline compliance and any future related-party exposure.