Rana Kashyap
GrouponAbout Rana Kashyap
Rana Kashyap is Chief Financial Officer (Principal Financial Officer) of Groupon, effective September 1, 2025, after serving as SVP Finance (May–Aug 2025) and previously leading Corporate Development & Investor Relations (May 2023–May 2025). He is 42 and reports to the COO; he signed the company’s Q3 2025 SEC filings and SOX certifications as CFO, evidencing full PFO responsibility . Prior to Groupon, Kashyap held investment and operating roles at RPD Fund Management (Jan 2014–Nov 2022), Maini Group, and JPMorgan . Company performance context during his leadership period includes 2024 gross profit of $444m, adjusted EBITDA of $69m, operating cash flow of $56m, and net loss of $(57)m; 2024 pay practices received ~98% Say‑on‑Pay support .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Groupon | Chief Financial Officer (Principal Financial Officer) | Sep 1, 2025–present | Assumed PFO duties; co-signed Q3 2025 certifications; oversees accounting, finance, treasury |
| Groupon | SVP Finance (FP&A, Treasury, IR, Corp Dev & Strategy) | May 2025–Aug 2025 | Led high-impact initiatives improving commercial go‑to‑market and strategic positioning (CEO remarks) |
| Groupon | SVP Corporate Development & Investor Relations | May 2023–May 2025 | Capital allocation and investor engagement during transformation |
| RPD Fund Management | Investment/leadership roles | Jan 2014–Nov 2022 | Buy-side experience; value creation lens |
| Maini Group | Various roles | Pre‑2014 | Industrial/operations exposure |
| JPMorgan Chase & Co. | Various roles | Pre‑2014 | Financial services foundation |
External Roles
No public company directorships or reportable interlocks disclosed; no related‑party transactions or appointment arrangements reported for Kashyap (Item 404(a)) .
Fixed Compensation
Specific 2025–2026 CFO (Kashyap) cash compensation terms (base salary, target bonus, realized bonus) were not disclosed in the Q2–Q3 2025 filings. The company will typically disclose NEO-specific compensation in the next proxy. For context only (company program design in 2024 for then‑CFO Jiri Ponrt): base salary $450,000 and target annual bonus $150,000 (33% of base) .
Performance Compensation
Company’s 2024 executive incentive framework (applied to then‑NEOs; serves as design context for CFO role going forward):
- Annual bonus plan metrics/weights: Adjusted EBITDA (50%) and Revenue (50%); linear interpolation between threshold/mid-target/target/maximum .
- 2024 bonus outcomes: Revenue achieved near threshold; Adjusted EBITDA below threshold; total payout at 6.92% of target for NEOs .
- Long-term incentives: PSU awards vest only upon achieving stock-price hurdles plus service-based tranches; hurdles set across $14.86, $20.14, $31.01, $68.82; service vesting at 33%/33%/34% on May 1, 2025/2026/2027 .
| Metric | Weighting | Threshold | Mid‑Target | Target | Maximum | 2024 Actual | Payout (% of target) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $80.0m | $90.0m | $102.5m | $120.0m | $69.3m | 6.92% blended result |
| Revenue | 50% | $489.0m | $502.0m | $515.1m | $540.0m | $492.6m | 6.92% blended result |
PSU design (context from 2024 awards to CEO/CFO):
- Stock price hurdles: $14.86 / $20.14 / $31.01 / $68.82
- Service tranches: 33% on 5/1/2025, 33% on 5/1/2026, 34% on 5/1/2027
Clawback, hedging and pledging:
- Dodd‑Frank compliant compensation recovery policy effective Oct 2, 2023; applies to current/former Section 16 officers regardless of fault; also allows recovery for fraud-caused material loss .
- Hedging prohibited; pledging prohibited with limited exceptions requiring approvals; no dividends on unvested/unearned equity; option repricing prohibited without shareholder approval .
Equity Ownership & Alignment
- Beneficial ownership: Kashyap was not listed among directors/NEOs in the April 17, 2025 record-date ownership table (pre‑CFO appointment), so individual shareholdings were not disclosed in the 2025 proxy .
- Officer stock ownership guidelines: 4x base salary (CEO) and 2x base salary (other NEOs); 50% net‑after‑tax holding until compliant; assessed annually .
- Hedging/pledging: Prohibited (limited pledging exceptions) to preserve alignment .
- 10b5‑1 plans and selling pressure: During Q2 2025, none of the officers/directors (including Kashyap) adopted or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements, indicating no pre‑scheduled selling activity that quarter .
Employment Terms
Note: Kashyap’s individual employment agreement, severance, and change‑of‑control (CIC) terms were not disclosed in 2025 8‑Ks/Qs. Company severance/CIC constructs for 2024 NEOs (context for CFO role):
| Scenario | Cash | Equity treatment | Other Terms |
|---|---|---|---|
| Qualifying Termination (without cause/for good reason, non‑CIC) | Lump sum equal to 3 months base salary | Accelerate time‑based equity scheduled to vest over next 12 months; PSUs eligible for prorated vesting only if first 1‑year service tranche completed and at least lowest stock‑price hurdle achieved (linear interpolation if between hurdles) | 12‑month non‑compete & non‑solicit; release required |
| CIC Termination (within 6 months before or 12 months after CIC) | 3 months salary + pro‑rated target bonus for year of termination | 100% acceleration of time‑based equity; all remaining 1‑year service periods on stock‑price PSUs accelerated (performance treatment per plan) | Certain option awards also fully vest upon good‑reason resignation within 12 months post‑CIC, per award terms |
| CIC (no termination) | No cash; equity unchanged | No automatic equity vesting acceleration | — |
Definitions and exceptions include: “CIC” excludes certain PFC control increases unless approved by a majority of directors unaffiliated with PFC .
Performance & Track Record
- Leadership narrative: CEO cited Kashyap’s role in “high‑impact initiatives” delivering shareholder value, improving commercial go‑to‑market, strengthening strategic positioning; earned trust of board, investors, and teams—rationale for CFO appointment effective Sep 1, 2025 .
- 2024 operating results context: Gross profit $444m; adjusted EBITDA $69m; operating cash flow $56m; net loss $(57)m .
- Financing execution environment: Company completed a $244m convertible notes exchange/refinancing (announced June 18, 2025; closed July 2, 2025), improving maturity profile and simplifying covenants (signed by then‑CFO Ponrt) .
- Controls and remediation: As of Q3 2025, management (CEO and CFO) concluded disclosure controls were not effective due to previously reported material weaknesses; remediation plan underway with new/automated controls and enhanced reviews; goal to conclude effective operation by year‑end 2025 testing .
| Company Performance Reference | 2024 |
|---|---|
| Gross Profit ($m) | $444 |
| Adjusted EBITDA ($m) | $69 |
| Operating Cash Flow ($m) | $56 |
| Net Income (Loss) ($m) | $(57) |
| Say‑on‑Pay support | ~98% FOR (2024 vote) |
Compensation Committee & Governance Context
- Independent compensation committee; Compensia engaged as independent advisor; market data used without strict percentile anchoring .
- Executive compensation “What we do/what we don’t” (ownership guidelines, clawback, risk assessments, prohibitions on hedging/pledging/option repricing/dividends on unvested equity) .
- Risk oversight and committee structures fully independent; insider trading policy on file; audit committee consists of financial experts .
Investment Implications
- Alignment and at‑risk design: While Kashyap’s individual grant terms are not yet disclosed, Groupon’s current NEO program emphasizes equity that vests only upon multi‑year stock‑price hurdles plus service, a structure that tends to reduce near‑term selling pressure and ties upside to TSR; monitor the 2026 proxy for Kashyap’s first disclosed PSU/RSU package and performance metrics .
- Retention risk: Absence of disclosed CFO‑specific severance/CIC terms leaves partial visibility; company templates for NEOs include moderate cash severance and time‑based equity acceleration, with pro‑rated treatment for PSUs and more protective CIC terms—generally supportive of retention through multi‑year service milestones .
- Governance quality: Strong policy suite (clawback, ownership, anti‑hedging/pledging) and high 2024 Say‑on‑Pay support (~98%) indicate investor comfort with pay design; execution risk remains around internal control remediation under CFO oversight—successful remediation would be a positive signal .
- Trading signals to watch: Form 4 activity and any adoption of Rule 10b5‑1 plans (none in Q2 2025) for insight into insider selling cadence; disclosure of CFO equity awards and performance goals in the next proxy for assessing pay‑for‑performance alignment .